-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WShUGiKq3L/kk+Bj/OGK7/sQgY/CeMST8og7YL8W/V0d69dnGR/P9bgeQbWAH+TT M87nYwLMQNpAzFmoXG+sdg== 0001026700-04-000020.txt : 20040407 0001026700-04-000020.hdr.sgml : 20040407 20040407163945 ACCESSION NUMBER: 0001026700-04-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031201 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECOLOGICAL SERVICES INC CENTRAL INDEX KEY: 0000925661 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 330611748 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24370 FILM NUMBER: 04722656 BUSINESS ADDRESS: STREET 1: 1500 QUAIL ST STREET 2: STE 550 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7146601500 MAIL ADDRESS: STREET 1: 24901 DANA POINT HARBOR DR STREET 2: STE 200 CITY: DANA POINT STATE: CA ZIP: 92629 FORMER COMPANY: FORMER CONFORMED NAME: PLASMATRONIC TECHNOLOGIES INC DATE OF NAME CHANGE: 19940620 8-K 1 fm8k_12103.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) : December 1, 2003 Commission File No. 0-24370 SKREEM ENTERTAINMENT CORPORATION ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 33-0611748 - ------------------------------ ----------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) s 11637 Orpington, Orlando, FL 32817 ------------------------------------------------------ (Address of principal executive offices) 407-207-0400 -------------------------------------- (Issuer telephone number) Stanford Capital Corporation 10th Floor, Chiyu Bank Bld. No. 78. Des. Voeux Rd., Central Hong Kong ---------------------------------------------------------- Former Name and Address Item 1. Changes in Control of the Registrant As a result of the acquisition of Skreem Entertainment Corporation, control of the Registrant changed to the fomer shareholder of Skreem Entertainment Corporation. The new principal shareholders, their shareholdings and percentages are as follows: Shareholder Shares Owned Percentage Martin Consultants, Inc 15,000,000 57.71% Jeff Martin. 7,000,000 26.93% Item 2. Acquisitions or Dispositions of Assets A. On December 1, 2003, the acquisition of Stanford Capital International Ltd. was recinded in exchange for 50,000 per split common shares of the Registrant. B. On January 30, 2004, the Registrant acquired all of the issued and outstanding shares of Skreem Entertainment Corporation ("Skreem") for 22,000,000 post reverse split common shares. Skreem is in the business of searching for recording talent and promoting and funding such talent. Item 5. Other Events. On March 16, 2004, the Registrant filed a Certificate of Amendment with the Delaware Secretary of State changing the Company's name to Skreem Entertainment Corporation and reverse splitting the Company's shares on a one (1) for (5) five basis. Item 7. Financial Statements and Exhibits a) Financial Statements of the Business Acquired (To be furnished) b) Proforma Financial Information (To be furnished) c) Exhibits 2.1 Termination Agreement - terminating the acquisition of Stanford Capital International Ltd. 2.2 Exchange Agreement for the acquisition of Skreem Entertainment Corporation 3.1 Certification of Amendment to the Certificate of Incorporation changing the Company's name to Skreem Entertainment Corporation and reverse splitting the shares on a (1) one for (5) five basis. Signatures Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SKREEM ENTERTAINMENT CORPORATION April 6, 2004 /s/ Karen Pollino --------------------- Karen Pollino Secretary EX-2 3 ex21_8k12103.txt TERMINATION AGREEMENT This Termination Agreement (hereinafter and referred to as "Agreement"), is entered into as of this ___ day of December 2003 by and between Stanford Capital Corporation, a Delaware Corporation, formerly Ecological Services, Inc. (hereinafter "Ecological") and Stanford Capital International Limited, a Hong Kong Corporation (hereinafter referred to as "Stanford"), upon the following premises: Premises WHEREAS, on or about the ___ day of November 2002 Ecological and Stanford entered into an Exchange Agreement whereby Ecological acquired all of the issued and outstanding shares of Stanford for 10,000 shares of its common stock; WHEREAS, Ecological could not resume trading as scheduled. NOW THEREFORE, in consideration of the stated premises and in consideration of the mutual covenants and agreements herein set forth and the mutual benefits to the parties to be derived herefrom, it is agreed as follows: Agreement 1. The Exchange Agreement dated the day of November __, 2002 is hereby voided. 2. The shares of Ecological issued to the shareholders of Stanford Corporation in consideration of the acquisition of Stanford by Ecological shall be returned to the Treasury of Ecological. 3. The shares of Stanford tendered to Ecological shall be returned by Ecological to the original shareholders of Stanford. 4. Each party to this Agreement shall bear their own cost in accomplishing the terms of this Agreement, however, the shareholders of Stanford shall be issued 50,000 restricted shares of Ecological. 5. All assets of Stanford held by Ecological shall immediately be returned to Stanford and all assets held of Ecological held by Stanford shall be immediately returned to Ecological. 6. Each party hereto agrees to hold the other party harmless from any causes of action which may arise out of the termination of this agreement. 7. This Agreement shall be governed by and accordance with the laws of the United States of America and with the respect of the matters of state law, with the laws of the State of Delaware without giving affect to principals of conflicts of law hereunder. 8. Any notice or other communication required or permitted hereunder shall be in writing and shall be sufficiently given and personally delivered to it or sent by telecopy, overnight courier, registered mail, or certified mail, postage prepaid, and addressed as follows: If to Ecological: Ecological Services, Inc. 11637 Orpington Street Orlando, FL 32817 If to Stanford: Stanford Capital International Limited Suite 4703 Central Plaza 18 Harbour Road Wanchai, Hong Kong With copies to: Vanderkam & Associates 1301 Travis, #1200 Houston, TX 77002 or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy, and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified mail. 9. Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof. 10. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supercedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. 11. The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years. 12. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. 13. Every right and remedy provided herein shall be cumulative with every other right and remecy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended. IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written. ATTEST: ECOLOGICAL SYSTEMS, INC. /s/ Hank Vanderkam BY:/s/ Secretary or Assistant President Secretary ATTEST: STANFORD CAPITAL INTERNATIONAL LIMITED /s/ Christine Lam BY: /s/ Secretary or Assistant President Secretary The undersigned shareholders of Stanford Capital International Limited hereby agree to participate in the Exchange on the terms set forth above. Subject to Section 7.11 above, each of the undersigned hereby represents and affirms that he has read each of the representations and warranties of Stanford Capital International Limited set out in Article I hereof and that, to the best of knowledge, all of such representations and warranties are true and correct. /s/ Young Antonio Chun Kwan Young Antonio Chun Kwan, individually /s/ Tam Cheuk Ling Tam Cheuk Ling, individually /s/ Tam Cheuk Ling Wai Lai Yung, individually /s/ Wan Petra Ah Chun Wan Petra Ah Chun, individually /s/ Sun Kam Fai Sun Kam Fai, individually By:___________________________ Its:____________________________ /s/ Cheung Wing Lam Cheung Wing Lam, individually By:____________________________ Its:_____________________________ /s/ Hung Kwok Wing Hung Kwok Wing, individually /s/ Wong Ka Ming Wong Ka Ming, individually Metrolink Holdings Ltd. By:_____________________________ Its:_____________________________ EX-2 4 ex22_8k12103.txt EXCHANGE AGREEMENT Between STANFORD CAPITAL CORPORATION and SKREEM ENTERTAINMENT CORPORATION Dated January 30, 2004 TABLE OF CONTENTS ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SKREEM ENTERTAINMENT CORPORATION 1.01 Organization..........................................................1 1.02 Capitalization........................................................1 1.03 Subsidiaries and Predecessor Corporations.............................1 1.04 Financial Statements..................................................1 1.05 Information...........................................................2 1.06 Options and Warrants..................................................2 1.07 Absence of Certain Changes or Events..................................2 1.08 Title and Related Matters.............................................3 1.09 Litigation and Proceedings............................................3 1.10 Contracts.............................................................3 1.11 Material Contract Defaults............................................4 1.12 No Conflict With Other Instruments....................................4 1.13 Governmental Authorizations...........................................4 1.14 Compliance With Laws and Regulations..................................4 1.15 Insurance.............................................................4 1.16 Approval of Agreement.................................................4 1.17 Material Transactions or Affiliations.................................4 1.18 Labor Relations.......................................................4 1.19 Skreem Schedules......................................................5 1.20 Bank Accounts; Power of Attorney......................................5 1.21 Valid Obligation......................................................6 ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF STANFORD CAPITAL CORPORATION 2.01 Organization..........................................................6 2.02 Capitalization........................................................6 2.03 Subsidiaries and Predecessor Corporations.............................6 2.04 Securities Filings; Financial Statements..............................6 2.05 Information...........................................................7 2.06 Options and Warrants..................................................7 2.07 Absence of Certain Changes or Events..................................7 2.08 Title and Related Matters.............................................8 2.09 Litigation and Proceedings............................................8 2.10 Contracts.............................................................8 2.11 Material Contract Defaults............................................9 2.12 No Conflict With Other Instruments....................................9 2.13 Governmental Authorizations...........................................9 2.14 Compliance With Laws and Regulations..................................9 2.15 Insurance.............................................................9 2.16 Approval of Agreement.................................................9 2.17 Continuity of Business Enterprises....................................9 2.18 Material Transactions or Affiliations.................................9 2.19 Labor Relations.......................................................9 2.20 Stanford Schedules...................................................10 2.21 Bank Accounts; Power of Attorney.....................................10 2.22 Valid Obligation.....................................................11 ARTICLE III PLAN OF EXCHANGE 3.01 The Exchange........................................................11 3.02 Closing.............................................................11 3.03 Closing Events......................................................11 3.04 Termination.........................................................11 ARTICLE IV SPECIAL COVENANTS 4.01 Access to Properties and Records...................................13 4.02 Delivery of Books and Records......................................13 4.03 Third Party Consents and Certificates..............................13 4.04 Name Change and Increase in Authorized Capital.....................13 4.05 Stanford Shareholder Meeting.......................................13 4.06 Consent of SKREEM Shareholders.....................................13 4.07 Designation of Directors and Officers..............................13 4.08 Exclusive Dealing Rights...........................................13 4.09 Actions Prior to Closing...........................................14 4.10 Sales Under Rule 144 or 145, If Applicable.........................15 4.11 Indemnification....................................................15 4.12 Limitation of Subsequent Corporate Actions.........................16 4.13 Indemnification of Subsequent Corporate Actions....................16 ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF Stanford 5.01 Accuracy of Representations and Performance of Covenants...........16 5.02 Officer's Certificates.............................................16 5.03 No Material Adverse Change.........................................17 5.04 Good Standing......................................................17 5.05 Approval by SKREEM Shareholders....................................17 5.06 No Governmental Prohibitions.......................................17 5.07 Consents...........................................................17 5.08 Other Items........................................................17 ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF SKREEM AND THE SKREEM SHAREHOLDERS 6.01 Accuracy of Representations and Performance of Covenants...........17 6.02 Officer's Certificate..............................................18 6.03 No Material Adverse Change.........................................18 6.04 Good Standing......................................................18 6.05 No Governmental Prohibition........................................18 6.06 Consents...........................................................18 6.07 Other Items........................................................18 ARTICLE VII MISCELLANEOUS 7.01 Brokers............................................................18 7.02 Governing Law......................................................18 7.03 Notices............................................................18 7.04 Attorney's Fees....................................................19 7.05 Confidentiality....................................................19 7.06 Public Announcements and Filings...................................19 7.07 Schedules; Knowledge...............................................19 7.08 Third Party Beneficiaries..........................................19 7.09 Expenses...........................................................19 7.10 Entire Agreement...................................................19 7.11 Survival; Termination..............................................19 7.12 Counterparts.......................................................19 7.13 Amendment or Waiver................................................20 7.14 Best Efforts.......................................................20 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this day of January, 2004 by and between STANFORD CAPITAL CORPORATION, a Delaware corporation (hereinafter referred to as "Stanford")and SKREEM ENTERTAINMENT CORPORATION, a Nevada corporation (hereinafter referred to as "Skreem"), upon the following premises: Premises WHEREAS, Stanford is a publicly held corporation organized under the laws of the State of Delaware; WHEREAS, Skreem is a corporation organized under the laws of the State of Nevada. WHEREAS, management of the constituent corporations have determined that it is in the best interest of the parties that Stanford acquire 100% of the issued and outstanding securities of Skreem in exchange for the issuance of certain shares of Stanford (the "Exchange") and Skreem agreed to use its best efforts to cause its shareholders (the "Skreem Shareholders") to exchange their securities of Skreem on the terms described herein; and WHEREAS, Stanford and Skreem desire to set forth the terms of the Exchange, which is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986. Agreement NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows: ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF Skreem As an inducement to, and to obtain the reliance of Skreem, except as set forth on the Skreem Schedules (as hereinafter defined), Skreem represents and warrants as follows: Section 1.01 Organization. Skreem is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business. Included in the Skreem Schedules are complete and correct copies of the Memorandum and Articles of Association of Skreem as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Skreem' Articles of Incorporation or Bylaws. Skreem has taken all actions required by law, its Memorandum and Articles of Incorporation and Bylaws, or otherwise to authorize the execution and delivery of this Agreement. Skreem has full power, authority, and legal right and has taken all action required by law, its Articles of Incorporation and Bylaws, and otherwise to consummate the transactions herein contemplated. Section 1.02 Capitalization. The authorized capitalization of Skreem consists of 50,000,000 shares of common stock, $.001 par value, of which 20,000 shares are currently issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Section 1.03 Subsidiaries and Predecessor Corporations. Skreem does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation, except as disclosed in Schedule 1.03. For purposes hereinafter, the term "Skreem" also includes those subsidiaries, if any, set forth on Schedule 1.03. Section 1.04 Financial Statements. (a) Included in the Skreem Schedules are (i) the unaudited balance sheets and the related statements of operations of Skreem as of and for the nine months ended September 30, 2001, and (ii) the audited balance sheets of Skreem as successor in interest as of December 31, 1999 and 2000, and the related audited statements of operations, stockholders' equity and cash flows for the eight month period ended August 31, 2003 and the year ended December 31, 2002 together with the notes to such statements and the opinion of Cuthill & Eddy LLC, independent certified public accountants, with respect thereto. (b) All such financial statements have been prepared in accordance with generally accepted accounting principles. The Skreem balance sheets present a true and fair view as of the dates of such balance sheets of the financial condition of Skreem. Skreem did not have, as of the dates of such balance sheets, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto, prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Skreem in accordance with generally accepted accounting principles. (c) Skreem has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Skreem has filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) The books and records, financial and otherwise, of Skreem are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices. (f) All of Skreem' assets are reflected on its financial statements, and, except as set forth in the Skreem Schedules or the financial statements of Skreem or the notes thereto, Skreem has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. Section 1.05 Information. The information concerning Skreem set forth in this Agreement and in the Skreem Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. In addition, Skreem has fully disclosed in writing to Stanford (through this Agreement or the Skreem Schedules) all information relating to matters involving Skreem or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $25,000 liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of Skreem or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on Skreem, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates. Section 1.06 Options or Warrants. There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued Skreem common stock, except options, warrants, calls or commitments, if any, to which Skreem is not a party and by which it is not bound. Section 1.07 Absence of Certain Changes or Events. Except as set forth in this Agreement or the Skreem Schedules, since August 3, 2003. (a) there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of Skreem or (ii) any damage, destruction, or loss to Skreem (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Skreem; (b) Skreem has not (i) amended its Articles of Incorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Skreem; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) Skreem has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Skreem balance sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (iv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Skreem; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) to the best knowledge of Skreem, Skreem has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect the business, operations, properties, assets, or condition of Skreem. Section 1.08 Title and Related Matters. Skreem has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent Skreem balance sheet or acquired after that date (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Skreem Schedules. Except as set forth in the Skreem Schedules, Skreem owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with Skreem' business. Except as set forth in the Skreem Schedules, no third party has any right to, and Skreem has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of Skreem or any material portion of its properties, assets, or rights. Section 1.09 Litigation and Proceedings. Except as set forth in the Skreem Schedules, there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Skreem after reasonable investigation, threatened by or against Skreem or affecting Skreem or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Skreem does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default. Section 1.10 Contracts. (a) Except as included or described in the Skreem Schedules, there are no "material" contracts, agreements, franchises, license agreements, debt instruments or other commitments to which Skreem is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least fifty thousand dollars ($50,000)); (b) All contracts, agreements, franchises, license agreements, and other commitments to which Skreem is a party or by which its properties are bound and which are material to the operations of Skreem taken as a whole are valid and enforceable by Skreem in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (c) Skreem is not a party to or bound by, and the properties of Skreem are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of Skreem; and (d) Except as included or described in the Skreem Schedules or reflected in the most recent Skreem balance sheet, Skreem is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on 30 days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, other than one on which Skreem is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one year or providing for payments in excess of $25,000 in the aggregate; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of Skreem. Section 1.11 Material Contract Defaults. Skreem is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of Skreem and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Skreem has not taken adequate steps to prevent such a default from occurring. Section 1.12 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute an event of default under, or terminate, accelerate or modify the terms of any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which Skreem is a party or to which any of its properties or operations are subject. Section 1.13 Governmental Authorizations. Except as set forth in the Skreem Schedules, Skreem has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Skreem of this Agreement and the consummation by Skreem of the transactions contemplated hereby. Section 1.14 Compliance With Laws and Regulations. Except as set forth in the Skreem Schedules, to the best of its knowledge Skreem has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Skreem or except to the extent that noncompliance would not result in the occurrence of any material liability for Skreem. Section 1.15 Insurance. All of the properties of Skreem are fully insured for their full replacement cost. Section 1.16 Approval of Agreement. The board of directors of Skreem has authorized the execution and delivery of this Agreement by Skreem and has approved this Agreement and the transactions contemplated hereby, and will recommend to the Skreem Shareholders that the Exchange be accepted by them. Section 1.17 Material Transactions or Affiliations. Set forth in the Skreem Schedules is a description of every contract, agreement, or arrangement between Skreem and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by Skreem to own beneficially, 5% or more of the issued and outstanding common stock of Skreem and which is to be performed in whole or in part after the date hereof or which was entered into not more than three years prior to the date hereof. Except as disclosed in the Skreem Schedules or otherwise disclosed herein, no officer, director, or 5% shareholder of Skreem has, or has had since inception of Skreem, any known interest, direct or indirect, in any transaction with Skreem which was material to the business of Skreem. There are no commitments by Skreem, whether written or oral, to lend any funds, or to borrow any money from, or enter into any other transaction with, any such affiliated person. Section 1.18 Labor Relations. Skreem has not had work stoppage resulting from labor problems. To the knowledge of Skreem, no union or other collective bargaining organization is organizing or attempting to organize any employee of Skreem. Section 1.19 Skreem Schedules. Skreem has delivered to Stanford the following schedules, which are collectively referred to as the "Skreem Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the chief executive officer of Skreem as complete, true, and correct as of the date of this Agreement in all material respects: (a) a schedule containing complete and correct copies of the Articles of Incorporation and Bylaws of Skreem in effect as of the date of this Agreement; (b) a schedule containing the financial statements of Skreem identified in paragraph 1.04(a); (c) a Schedule 1.19(c) containing a list indicating the name and address of each shareholder of Skreem together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by Skreem, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which Skreem carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of Skreem); (f) a schedule listing the accounts receivable and notes and other obligations receivable of Skreem as of September 30, 2001, or thereafter other than in the ordinary course of business of Skreem, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of Skreem as of August 31, 2003, or that arose thereafter other than in the ordinary course of the business of Skreem, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by Skreem respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Skreem since August 31, 2003, required to be provided pursuant to section 1.07 hereof; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Skreem Schedules by Sections 1.01 through 1.18. Skreem shall cause the Skreem Schedules and the instruments and data delivered to Stanford hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by Skreem. Skreem shall have until February 29, 2004 to provide such schedules. If Skreem cannot or fails to do so, or if Stanford acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Stanford may terminate this Agreement by giving written notice to Skreem within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Stanford may consider a disclosure in the Skreem Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 1.04(a), taken as a whole. Section 1.20 Bank Accounts; Power of Attorney. Set forth in Schedule 1.20 is a true and complete list of (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by Skreem within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of Skreem, (b) all safe deposit boxes and other similar custodial arrangements maintained by Skreem within the past twelve (12) months, and (c) the names of all persons holding powers of attorney from Skreem or who are otherwise authorized to act on behalf of Skreem with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations. Section 1.21 Valid Obligation. This Agreement and all agreements and other documents executed by Skreem in connection herewith constitute the valid and binding obligation of Skreem, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF STANFORD As an inducement to, and to obtain the reliance of Skreem and the Skreem Shareholders, except as set forth in the Stanford Schedules (as hereinafter defined), Stanford represents and warrants as follows: Section 2.01 Organization. Stanford is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets, to carry on its business in all material respects as it is now being conducted, and except where failure to be so qualified would not have a material adverse effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Stanford Schedules are complete and correct copies of the certificate of incorporation and bylaws of Stanford as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Stanford's certificate of incorporation or bylaws. Stanford has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Stanford has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated. Section 2.02 Capitalization. Stanford's authorized capitalization consists of 20,000,000 shares of common stock, par value $.001 of which 19,994,625 shares are issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Section 2.03 Subsidiaries and Predecessor Corporations. Stanford does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation, except as disclosed in Schedule 2.03. For purposes hereinafter, the term "Skreem" also includes those subsidiaries, if any, set forth on Schedule 2.03. Section 2.04 Securities Filings; Financial Statements. (a) For at least the past twelve months Stanford has failed to file the forms, reports and documents required to be filed with the Securities and Exchange Commission. All reports prior thereto have heretofore been delivered to Skreem, in the form filed with the Commission, (i) all quarterly and annual reports on Forms 10-QSB and 10-KSB filed since December 31, 2002 (ii) all other reports filed by Stanford with the Securities and Exchange Commission and all reports prior thereto (collectively, the "SEC Reports") and (iii) all comment letters from the Securities and Exchange Commission with respect to the SEC Reports. The SEC Reports (i) were prepared in accordance with the requirements of the Securities Exchange Act of 1934 or the Securities Act of 1933, as appropriate, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Included in the Stanford Schedules are (i) the unaudited balance sheets of Stanford and the related statements of operations and cash flows as of and for the nine months ended December 31, 2002 and (ii) the audited balance sheets of Stanford as of March 31, 2002 and 2001, and the related audited statements of operations, stockholders' equity and cash flows for the two fiscal years ended March 31, 2002 and March 31, 2002, together with the notes to such statements and the opinion of David T. Thomson, independent certified public accountants, with respect thereto, all as set forth in the SEC Reports. (c) All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The Stanford balance sheets present fairly as of their respective dates the financial condition of Skreem. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Stanford had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Stanford, in accordance with generally accepted accounting principles. The statements of operations, stockholders' equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles. (d) Stanford has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (e) Stanford has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (f) The books and records, financial and otherwise, of Stanford are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices. (g) All of Stanford's assets are reflected on its financial statements, and, except as set forth in the Stanford Schedules or the financial statements of Stanford or the notes thereto, Stanford has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. Section 2.05 Information. The information concerning Stanford set forth in this Agreement and the Stanford Schedules is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. In addition, Stanford has fully disclosed in writing to Skreem (through this Agreement or the Stanford Schedules) all information relating to matters involving Stanford or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $25,000 liability or diminution in value, (ii) have led or may lead to a competitive disadvantage on the part of Stanford or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on the transactions contemplated herein or on Skreem, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates. Section 2.06 Options or Warrants. There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of Stanford except as disclosed in Schedules 2.06. Section 2.07 Absence of Certain Changes or Events. Except as disclosed in Exhibit 2.07, or permitted in writing by Skreem, since the date of the most recent Stanford balance sheet: (a) there has not been (i) any material adverse change in the business, operations, properties, assets or condition of Stanford or (ii) any damage, destruction or loss to Stanford (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of Skreem; (b) Stanford has not (i) amended its certificate of incorporation or bylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Skreem; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other than in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees; (c) Stanford has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Stanford balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $1000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value less than $1000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Skreem; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) to the best knowledge of Stanford, it has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of Skreem. Section 2.08 Title and Related Matters. Stanford has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Stanford balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Stanford Schedules. Except as set forth in the Stanford Schedules, Stanford owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with Stanford's business. Except as set forth in the Stanford Schedules, no third party has any right to, and Stanford has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of Stanford or any material portion of its properties, assets, or rights. Section 2.09 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge Stanford after reasonable investigation, threatened by or against Stanford or affecting Stanford or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in Schedule 2.09. Stanford has no knowledge of any default on its part with respect to any judgement, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default. Section 2.10 Contracts. (a) Stanford is not a party to, and its assets, products, technology and properties are not bound by, any material contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral, except as disclosed in Schedule 2.10. (b) All contracts, agreements, franchises, license agreements, and other commitments to which Stanford is a party or by which its properties are bound and which are material to the operations of Stanford taken as a whole are valid and enforceable by Stanford in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally; (c) Stanford is not a party to or bound by, and the properties of Stanford are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, the business operations, properties, assets, or condition of Skreem; and (d) Except as included or described in the Stanford Schedules or reflected in the most recent Stanford balance sheet, Stanford is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on 30 days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, other than one on which Stanford is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one year or providing for payments in excess of $25,000 in the aggregate; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of Skreem. Section 2.11 Material Contract Defaults. Stanford is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of Stanford and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Stanford has not taken adequate steps to prevent such a default from occurring. Section 2.12 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Stanford is a party or to which any of its assets or operations are subject. Section 2.13 Governmental Authorizations. Stanford has all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent or order of, of registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by Stanford of this Agreement and the consummation by Stanford of the transactions contemplated hereby. Section 2.14 Compliance With Laws and Regulations. To the best of its knowledge, Stanford has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of Stanford or except to the extent that noncompliance would not result in the occurrence of any material liability. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities. Section 2.15 Insurance. All of the properties of Stanford are fully insured for their full replacement cost. Section 2.16 Approval of Agreement. The board of directors of Stanford has authorized the execution and delivery of this Agreement by Stanford and has approved this Agreement and the transactions contemplated hereby and will recommend to its shareholders that they approve this Agreement and the transactions contemplated hereby. Section 2.17 Continuity of Business Enterprises. Stanford has no commitment or present intention to liquidate Skreem or sell or otherwise dispose of a material portion of Skreem' business or assets following the consummation of the transactions contemplated hereby. Section 2.18 Material Transactions or Affiliations. Except as disclosed herein and in the Stanford Schedules, there exists no contract, agreement or arrangement between Stanford and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by Stanford to own beneficially, 5% or more of the issued and outstanding common stock of Stanford and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof. Neither any officer, director, nor 5% shareholder of Stanford has, or has had since inception of Stanford, any known interest, direct or indirect, in any such transaction with Stanford which was material to the business of Stanford. Stanford has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person. Section 2.19 Labor Relations. Stanford has not had work stoppage resulting from labor problems. To the knowledge of Skreem, no union or other collective bargaining organization is organizing or attempting to organize any employee of Skreem. Section 2.20 Stanford Schedules. Stanford has delivered to Skreem the following schedules, which are collectively referred to as the "Stanford Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of Stanford to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of Stanford as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of Stanford identified in paragraph 2.04(b); (c) a Schedule 2.20(c) containing a list indicating the name and address of each shareholder of Stanford together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by Stanford, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which Stanford carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of Stanford); (f) a schedule listing the accounts receivable and notes and other obligations receivable of Stanford as of December 31, 2002, or thereafter other than in the ordinary course of business of Skreem, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of Stanford as of December 31, 2001, or that arose thereafter other than in the ordinary course of the business of Skreem, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by Stanford respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Stanford since December 31, 2002 required to be provided pursuant to section 2.07 hereof; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Stanford Schedules by Sections 2.01 through 2.19. Stanford shall cause the Stanford Schedules and the instruments and data delivered to Skreem hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by Skreem. Stanford shall have until February 28, 2002 to provide such schedules. If Stanford cannot or fails to do so, or if Skreem acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Skreem may terminate this Agreement by giving written notice to Stanford within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Skreem may consider a disclosure in the Stanford Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b), taken as a whole. Section 2.21 Bank Accounts; Power of Attorney. Set forth in Schedule 2.21 is a true and complete list of (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by Stanford within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of Skreem, (b) all safe deposit boxes and other similar custodial arrangements maintained by Stanford within the past twelve (12) months, and (c) the names of all persons holding powers of attorney from Stanford or who are otherwise authorized to act on behalf of Stanford with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations. Section 2.22 Valid Obligation. This Agreement and all agreements and other documents executed by Stanford in connection herewith constitute the valid and binding obligation of Stanford, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. ARTICLE III PLAN OF EXCHANGE Section 3.01 The Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), each Skreem Shareholder who shall elect to accept the exchange offer described herein (the "Accepting Shareholders"), shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the number of shares of common stock of Skreem set forth on Schedule 1.19(c) attached hereto, in the aggregate constituting 100% of the issued and outstanding shares of common stock of Skreem held by each of such shareholders; the objective of such Exchange being the acquisition by Stanford of 100% of the issued and outstanding common stock of Skreem. In exchange for the transfer of such securities by the Skreem Shareholders, Stanford shall issue to the Skreem Shareholders (1) an aggregate of 22,000,000 post reverse split shares of common stock of Stanford. At the Closing, each Skreem Shareholder shall, on surrender of his certificate or certificates representing such Skreem shares to Stanford or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Initial Shares. Upon consummation of the transaction contemplated herein, assuming participation by all of the Skreem Shareholders, all of the shares of capital stock of Skreem shall be held by Stanford. Section 3.02 Closing. The closing ("Closing") of the transactions contemplated by this Agreement shall be on a date and at such time as the parties may agree ("Closing Date") but not later than February 28, 2004, subject to the right of Stanford or Skreem to extend such Closing Date by up to an additional sixty (60) days. Such Closing shall take place at a mutually agreeable time and place. Section 3.03 Closing Events. At the Closing, Stanford, Skreem and each of the Accepting Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. Among other things, Stanford shall provide an opinion of counsel acceptable to Skreem as to such matters as Skreem may reasonably request, which shall include, but not be limited to, a statement, to the effect that (i) to such counsel's best knowledge, after reasonable investigation, from inception until the Closing Date, Stanford has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of Stanford or except to the extent that noncompliance would not result in the occurrence of any material liability (such compliance including, but not being limited to, the filing of all reports to date with federal and state securities authorities) and (ii) based on a summary of the facts and applicable law, such counsel believes that the Placement described in Section 4.08 below is not subject to "integration" with the offering being made pursuant to the Registration Statement (Skreem acknowledges that "integration" is a highly factual issue not susceptible to the rendering of a legal opinion and that the statement to be delivered hereunder shall merely constitute a summary of the reasoning which counsel to Stanford believes would apply if a third party were to assert that such offerings should be integrated). Section 3.04 Termination. (a) This Agreement may be terminated by the board of directors of either Stanford or Skreem at any time prior to the Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgement of such board of directors, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Exchange; or (ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions (which does not include the Securities and Exchange Commission) or in the judgement of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Exchange. In the event of termination pursuant to this paragraph (a) of Section 3.04, no obligation, right or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated in accordance with the Expense Sharing Agreement attached hereto as Exhibit "B". (b) This Agreement may be terminated by the board of directors of Stanford at any time prior to the Closing Date if: (i) there shall have been any change after the date of the latest balance sheet of Skreem in the assets, properties, business, or financial condition of Skreem, which could have a materially adverse effect on the financial statements of Skreem listed in Section 1.04(a) taken as a whole, except any changes disclosed in the Skreem Schedules; (ii) the board of directors of Stanford determines in good faith that one or more of Stanford's conditions to Closing has not occurred, through no fault of Skreem. (iii) Stanford takes the termination action specified in Section 1.18 as a result of Skreem Schedules or updates thereto which Stanford finds unacceptable; (iv) on or before January 15, 2004, Stanford notifies Skreem that Stanford's investigation pursuant to Section 4.01 below has uncovered information which it finds unacceptable by the same criteria set forth in Section 1.19; or (v) Skreem shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Skreem contained herein shall be inaccurate in any material respect, where such noncompliance or inaccuracy has not been cured within ten (10) days after written notice thereof. If this Agreement is terminated pursuant to this paragraph (b) of Section 3.04, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder, except that Skreem shall bear its own costs as well as the reasonable costs of Stanford in connection with the negotiation, preparation, and execution of this Agreement and qualifying the offer and sale of securities to be issued in the Exchange under the registration requirements, or exemption from the registration requirements, of state and federal securities laws. (c) This Agreement may be terminated by the board of directors of Skreem at any time prior to the Closing Date if: (i) there shall have been any change after the date of the latest balance sheet of Stanford in the assets, properties, business or financial condition of Stanford, which could have a material adverse effect on the financial statements of Stanford listed in Section 2.04(b) taken as a whole, except any changes disclosed in the Stanford Schedules; (ii) the board of directors of Skreem determines in good faith that one or more of Skreem' conditions to Closing has not occurred, through no fault of Skreem; (iii)Skreem takes the termination action specified in Section 2.20 as a result of Stanford Schedules or updates thereto which Skreem finds unacceptable; (iv) on or before January 15, 2004 Skreem notifies Stanford that Skreem' investigation pursuant to Section 4.01 below has uncovered information which it finds unacceptable by the same criteria set forth in Section 2.20; or (v) Stanford shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Stanford contained herein shall be inaccurate in any material respect, where such noncompliance or inaccuracy has not been cured within ten (10) days after written notice thereof. If this Agreement is terminated pursuant to this paragraph (c) of Section 3.04, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder, except that Stanford shall bear its own costs as well as the reasonable costs of Skreem and its principal shareholders incurred in connection with the negotiation, preparation and execution of this Agreement. ARTICLE IV SPECIAL COVENANTS Section 4.01 Access to Properties and Records. Stanford and Skreem will each afford to the officers and authorized representatives of the other full access to the properties, books and records of Stanford or Skreem, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of Stanford or Skreem, as the case may be, as the other shall from time to time reasonably request. Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in any event through the last fiscal quarter prior to the Closing Date), each party shall provide the other with quarterly internally prepared and unaudited financial statements. Section 4.02 Delivery of Books and Records. At the Closing, Skreem shall deliver to Stanford the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Skreem now in the possession of Skreem or its representatives. Section 4.03 Third Party Consents and Certificates. Stanford and Skreem agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated. Section 4.04 Name Change. At or prior to the Closing Date, Stanford's Board of Directors shall have approved an amendment to the certificate of incorporation to change the name of Stanford to "Skreem Entertainment Corporation" reverse split the existing common shares on a one for five basis and increased the authorized capital to 50,000,000 shares including 5,000,000 preferred shares. Such amendment shall be carried out promptly upon approval of the same by the shareholders of Skreem. Section 4.05 Stanford Shareholder Meeting. Stanford shall call a special shareholders meeting to be held on or prior to the Closing Date at which meeting the shareholders of Stanford shall be requested to approve, and Stanford's Board of Directors shall recommend approval of, the terms of this Agreement, including the name change and increase in authorized capital described in Section 4.04 and such other matters as shall require shareholder approval hereunder. Section 4.06 Consent of Skreem Shareholders. Skreem shall use its best efforts to obtain the consent of all Skreem Shareholders to participate in the Exchange. Section 4.07 Designation of Directors and Officers. On or before the Closing Date, Stanford shall designate its board of directors as three (3) persons. Charles Comorata shall be designated as Chairman of the Board of Stanford and Tony Harris and Karen Polino shall be designated as additional board members. Section 4.08 Exclusive Dealing Rights. Until 5:00 P.M. Eastern Daylight Time on January 15, 2004. (a) In recognition of the substantial time and effort which Stanford has spent and will continue to spend in investigating Skreem and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither Skreem, nor any of its officers, employees, representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than Stanford and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of shares of capital stock, (including without limitation, any public or private offering of the common stock of Skreem) or similar transactions involving Skreem (all such transactions being referred to as "Skreem Acquisition Transactions"). If Skreem receives any proposal with respect to a Skreem Acquisition Transaction, it will immediately communicate to Stanford the fact that it has received such proposal and the principal terms thereof. (b) In recognition of the substantial time and effort which Skreem has spent and will continue to spend in investigating Stanford and its business and in addressing the matters related to the transactions contemplated herein, each of which may preempt or delay other management activities, neither Stanford, nor any of its officers, employees, representatives or agents will directly or indirectly solicit or initiate any discussions or negotiations with, or, except where required by fiduciary obligations under applicable law as advised by counsel, participate in any negotiations with or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any corporation, partnership, person or other entity or group (other than Skreem and its directors, officers, employees, representatives and agents) concerning any merger, sale of substantial assets, sale of shares of capital stock, (including without limitation, any public or private offering of the common stock of Stanford or similar transactions involving Stanford (all such transactions being referred to as "Stanford Acquisition Transactions"). If Stanford receives any proposal with respect to a Stanford Acquisition Transaction, it will immediately communicate to Skreem the fact that it has received such proposal and the principal terms thereof. Section 4.09 Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Schedules or Skreem Schedules or as permitted or contemplated by this Agreement, Stanford (subject to paragraph (d) below) and Skreem respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford nor Skreem will: (i) make any changes in their articles or certificate of incorporation or bylaws; (ii) take any action described in Section 1.07 in the case of Skreem, or in Section 2.07, in the case of Stanford (all except as permitted therein or as disclosed in the applicable party's schedules); (iii)enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business. (C) In light of the fact that Skreem' shareholders will control Stanford as a result of the Exchange, from and after the date of this Agreement until the Closing Date, Stanford shall take no action which is material to its business without the prior written approval of Skreem, which Skreem may give or withhold in its sole discretion after consultation with Skreem. Section 4.10 Sales Under Rule 144 or 145,If Applicable. (a) Stanford will use its best efforts to at all times comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including timely filing of all periodic reports required under the provisions of the Exchange Act and the rules and regulations promulgated thereunder. (b) Upon being informed in writing by any such person holding restricted stock of Stanford that such person intends to sell any shares under Rule 144, Rule 145 or Regulation S promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Stanford will certify in writing to such person that it has filed all of the reports required to be filed by it under the Exchange Act to enable such person to sell such person's restricted stock under Rule 144, 145 or Regulation S, as may be applicable in the circumstances, or will inform such person in writing that it has not filed any such report or reports. (c) If any certificate representing any such restricted stock is presented to Stanford's transfer agent for registration of transfer in connection with any sale theretofore made under Rule 144, 145 or Regulation S, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to Stanford and its counsel that the stock transfer has complied with the requirements of Rule 144, 145 or Regulation S, as the case may be, Stanford will promptly instruct its transfer agent to register such shares and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, 145 or Regulation S, as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 4.11 shall survive the Closing and the consummation of the transactions contemplated by this Agreement. Section 4.11 Indemnification. (a) Skreem hereby agrees to indemnify Stanford and each of the officers, agents and directors of Stanford as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentations made under Article I of this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement. (b) Stanford hereby agrees to indemnify Skreem and each of the officers, agents, and directors of Skreem and each of the Skreem Shareholders as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article II of this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement. Section 4.12 Limitation of Subsequent Corporate Actions. It is expressly understood and agreed that Stanford, the shareholders of Skreem, and their affiliates, will take all steps necessary to ensure that for a period of eighteen months following this Agreement: (a) and that the assets of Stanford shall remain in Stanford as part of its business operations; (b) that Stanford will not issue shares for any consideration less than $0.50 per share. Section 4.13 Indemnification of Subsequent Corporate Actions. (a) No officer, director, controlling shareholder, agent or representative of Skreem, or any other person currently affiliated with Stanford, has offered or agreed to assist in the promotion, market making, development, enhancement, or support of Stanford's business, capital raising, or securities market. (b) Stanford hereby represents and warrants that it will indemnify and hold harmless any officer, director, controlling shareholder, agent or representative of Stanford, or any other person affiliated with Stanford, from any decisions, activities, or conduct of Stanford contemporaneous with, or subsequent to this Agreement. ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF SKREEM The obligations of Stanford under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions: Section 5.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by Skreem in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement). Skreem shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Skreem prior to or at the Closing. Stanford shall be furnished with a certificate, signed by a duly authorized executive officer of Skreem and dated the Closing Date, to the foregoing effect. Section 5.02 Officer's Certificate. Stanford shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of Skreem to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of Skreem threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the Skreem Schedules, by or against Skreem, which might result in any material adverse change in any of the assets, properties, business, or operations of Skreem. Section 5.03 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any change in the financial condition, business, or operations of Skreem nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 1.19. Section 5.04 Good Standing. Stanford shall have received a certificate of good standing from the State of Nevada, dated as of a date within ten days prior to the Closing Date certifying that Skreem is in good standing as a corporation in the State of Nevada. Section 5.05 Approval by Skreem Shareholders. The Exchange shall have been approved, and shares delivered in accordance with Section 3.01, by the holders of not less than ninety percent (90%) of the outstanding common stock of Skreem, unless a lesser number is agreed to by Skreem. Section 5.06 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby. Section 5.07 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Stanford and Skreem after the Closing Date on the basis as presently operated shall have been obtained. Section 5.08 Other Items. (a) Stanford shall have received a list of Skreem' shareholders containing the name, address, and number of shares held by each Skreem shareholder as of the date of Closing, certified by an executive officer of Skreem as being true, complete and accurate; and (b) Stanford shall have received such further opinions, documents, certificates or instruments relating to the transactions contemplated hereby as Stanford may reasonably request. ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF Skreem AND THE Skreem SHAREHOLDERS The obligations of Skreem and the Skreem Shareholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions: Section 6.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by Stanford in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, Stanford shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by Stanford and shall have satisfied the conditions described below prior to or at the Closing: (a) Immediately prior to the Closing, and subsequent to the reverse split, Stanford shall have no more than an aggregate of 4,000,000 shares of common stock issued and outstanding or issuable pursuant to outstanding warrants and options, excluding any shares and warrants issuable pursuant to the Exchange or the Placement. (b) The shareholders of Stanford shall have approved the Exchange and the related transactions described herein. Skreem shall have been furnished with certificates, signed by duly authorized executive officers of Stanford and dated the Closing Date, to the foregoing effect. Section 6.02 Officer's Certificate. Skreem shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Stanford, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Stanford threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Stanford Schedules, by or against Stanford, which might result in any material adverse change in any of the assets, properties or operations of Stanford. Section 6.03 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any change in the financial condition, business or operations of Stanford nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable using the criteria set forth in Section 2.20. Section 6.04 Good Standing. Skreem shall have received a certificate of good standing from the Secretary of State of the State of Delaware or other appropriate office, dated as of a date within ten days prior to the Closing Date certifying that Stanford is in good standing as a corporation in the State of Delaware and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon. Section 6.05 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby. Section 6.06 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Stanford and Skreem after the Closing Date on the basis as presently operated shall have been obtained. Section 6.07 Other Items. Skreem shall have received further opinions, documents, certificates, or instruments relating to the transactions contemplated hereby as Skreem may reasonably request. ARTICLE VII MISCELLANEOUS Section 7.01 Brokers. Stanford and Skreem agree that, except as set out on Schedule 7.01 attached hereto, there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. Stanford and Skreem each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder's fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party. Section 7.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Delaware without giving effect to principles of conflicts of law thereunder. Each of the parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the federal courts of the United States, (b) by execution and delivery of this Agreement, irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction. Section 7.03 Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows: If to Stanford, to: STANFORD CAPITAL CORPORATION 1464 East Vineyard Court Salt Lake City, UT 84106 With copies to: Vanderkam & Sanders 1301 Travis, #1301 Houston, Texas 77002 If to Skreem, to: SKREEM ENTERTAINMENT CORPORATION 11637 Orpington Street Orlando, FL 32817 or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified mail. Section 7.04 Attorney's Fees. In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney's fees, incurred in connection therewith and in enforcing or collecting any judgement rendered therein. Section 7.05 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein. Section 7.06 Public Announcements and Filings. Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof. Section 7.07 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement. Section 7.08 Third Party Beneficiaries. This contract is strictly between Stanford and Skreem, and, except as specifically provided, no director, officer, stockholder (other than the Skreem Shareholders), employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement. Section 7.09 Expenses. Subject to Sections 3.05 and 7.04 above, whether or not the Exchange is consummated, each of Stanford and Skreem will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby. Section 7.10 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. Section 7.11 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years. Section 7.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Section 7.13 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended. Section 7.14 Best Efforts. Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein. IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written. ATTEST: STANFORD CAPITAL CORPORATION /s/ Kevin Monson BY: /s/ Kevin Monson Secretary or Assistant Secretary President ATTEST: SKREEM ENTERTAINMENT CORPORATION /s/ Karen Pollino BY: /s/ Charles Camorata Secretary or Assistant Secretary President The undersigned shareholders of SKREEM ENTERTAINMENT CORPORATION hereby agree to participate in the Exchange on the terms set forth above. Subject to Section 7.11 above, each of the undersigned hereby represents and affirms that he has read each of the representations and warranties of SKREEM ENTERTAINMENT CORPORATION set out in Article I hereof and that, to the best of his knowledge, all of such representations and warranties are true and correct. /s/ Jeff Martin, individually Martin Consultants, Inc., individually EX-3 5 ex31_8k12103.txt CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF STANFORD CAPITAL CORPORATION * * * * * * * * Stanford Capital Corporation. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: By unanimous consent of the Board of Directors and consent of the majority stockholders of the Corporation resolutions were duly adopted summarizing a proposed amendments to the Certificate of Incorporation of said Corporation. The resolutions summarizing the proposed amendments are as follows: RESOLVED, the Majority Shareholders and the Board of Directors believe it is in the best interest of the Corporation to amend the Corporation's Certificate of Incorporation to modify Article I of the Certificate of Incorporation to change the company's name to Skreem Entertainment Corporation and to modify Article IV to reverse split the Company's shares on a 1:5 basis and re-authorize 50,000,000 post reverse split shares, $.001 par value. SECOND: That, in accordance with the resolution set forth above, Article 1 of the Corporation's Certificate of Incorporation is amended to state that the new name of the Corporation is Skreem Entertainment Corporation. Article I is amended as follows: ARTICLE I The name of the corporation is Skreem Entertainment Corporation. THIRD: That in accordance with the resolution set forth above, Article IV of the Corporation's Certificate of Incorporation is amended to state that the shares are the corporation's are reversed on a 1:5 basis and 50,000,000 shares of common stock, $.001 par value are re-authorized. Article IV is amended as follows: ARTICLE IV Following the 1:5 reverse split, the Corporation is re-authorized to issue 50,000,000 shares of Common Stock, $.001 par value. FOURTH: That thereafter, pursuant to resolution of its Board of Directors and written consent of the majority stockholders the amendments were properly approved in accordance with Delaware law. FIFTH: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. SIXTH: These amendments shall become effective upon filing with the Delaware Secretary of State. IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its President this 8th day of March 2004. STANFORD CAPITAL CORPORATION By:/s/ Kevin Monson Kevin Monson, President -----END PRIVACY-ENHANCED MESSAGE-----