**Exhibit10.6**

 

STOCKPURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (this“Agreement”) is entered into as of the 11 day of December, 2001, by and betweenLotus Pacific, Inc., a Delaware corporation (the “Seller”), and Solomon ExtremeInternational Ltd., a British Virgin Islands limited liability company (the“Purchaser”). The Seller and the Purchaser are referred to collectively hereinas the parties.

 

RECITALS

 

WHEREAS, the Seller is the majorityshareholder of ARESCOM Inc., a California corporation (“ARESCOM”).

 

WHEREAS, the Purchaser is the designee ofAskey Computer Corp. to purchase certain shares of ARESCOM from the Sellerpursuant to this Agreement.

 

WHEREAS, the Seller desires to sell and thePurchaser desires to purchase that number of shares (as set forth below) of thecommon stock of ARESCOM held by the Seller on the terms and conditions setforth in this Agreement.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of theforegoing and the mutual agreements herein contained and other good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereby agree as follows:

 

1              Purchaseand Sale of Common Stock.

 

1.1.          Purchaseand Sale. At the Closing (as defined below) and subject to the terms andconditions of this Agreement, the Seller agrees to sell to the Purchaser andthe Purchaser agrees to purchase from the Seller 24,234,738 shares (the“Shares”) of common stock of ARESCOM at the Purchase Price (as defined below).

 

1.2.          PurchasePrice. The aggregate purchase price for the Shares (the “Purchase Price”) is$10,000,000, which shall be payable at the Closing (as defined below) bydelivery of a certified check issued by a bank chartered under the laws of theUnited States of America or pursuant to a wire transfer of immediatelyavailable funds to an account designated by the Seller and release of all suchfunds to the Seller.

 

1.3.The Closing: The closing of the purchaseand sale of the Shares contemplated by this Agreement (the “Closing”) shall bedeemed to have taken place at the offices of ARESCOM, at 3541 Gateway Blvd.,Fremont, CA 94538, on December 14, 2001 or such other date or place as mutuallyagreed upon by the parties (which date shall be designated the “Closing Date”).

 

2              Representationsand Warranties of the Seller.

The Seller hereby represents and warrants tothe Purchaser the following:

 

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2.1.          Incorporation,Good Standing and Qualification. The Seller represents that it is a corporationduly incorporated, validly existing and in good standing under the laws of theState of Delaware, and has all required power and authority necessary to carryout the transactions contemplated by this Agreement.

 

2.2.          Authorization.All corporate action on the part of the Seller and its respective officers,directors and stockholders necessary for the authorization, execution anddelivery of this Agreement, and all other agreements contemplated hereby towhich the Seller is a party, the performance of all obligations of the Sellerhereunder and thereunder, and the sale of the Shares being sold hereunder hasbeen or will be taken prior to the Closing. This Agreement, and all otheragreements contemplated hereby to which the Seller is a party constitute validand legally binding obligations of the Seller, enforceable in accordance withtheir respective terms, except (i) as limited by applicable bankruptcy,insolvency, reorganization, moratorium and other laws of general applicationaffecting enforcement of creditors’ rights generally, and (ii) as limited bylaws relating to the availability of specific performance, injunctive relief orother equitable remedies.

 

2.3.          Ownershipof Shares. The Seller owns of record and beneficially all of the Shares. Upondelivery of the Shares and payment of the Purchase Price therefor pursuant tothis Agreement, the Purchaser will receive good and marketable title to theShares, free and clear of all liens, encumbrances and restrictions of any kindor nature whatsoever other than restrictions imposed by federal and statesecurities laws.

 

2.4.          Offering.Subject in part to the truth and accuracy of the Purchaser’s representationsset forth in Section 3 of this Agreement, the offer, sale and issuance of theShares as contemplated by this Agreement are exempt from the registrationrequirements of the Securities Act of 1933, as amended (the “Act”), and thequalification or registration requirements of the Act or other applicable bluesky laws. Neither the Seller nor any authorized agent acting on the Seller’sbehalf will take any action hereafter that would cause the loss of suchexemptions.

 

2.5.          Disclaimer.EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3 SELLER HAS NOT MADE AND DOESNOT MAKE (NOR SHALL SELLER BE DEEMED TO HAVE MADE OR TO MAKE BY VIRTUE OF THESALE OF THE SHARES TO PURCHASER OR ANY OTHER FACT OR CIRCUMSTANCE WHATSOEVER)TO PURCHASER OR ANY OTHER PERSON ANY REPRESENTATION OR WARRANTY, EXPRESS ORIMPLIED, WITH RESPECT TO OR IN CONNECTION WITH ANY OF THE SHARES, ANY ASSET ORPROPERTY OF ARESCOM OR ITS BUSINESS, INCLUDING, WITHOUT LIMITATION, ANYREPRESENTATION OR WARRANTY OF TITLE, DESIGN, CONDITION, QUALITY,MERCHANTABILITY, WORKMANSHIP, PROFITABILITY OR SUITABILITY, FITNESS ORELIGIBILITY FOR ANY OTHER USE OR PURPOSE, ALL OF WHICH REPRESENTATIONS ANDWARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THERE ARE NO SUCHREPRESENTATIONS OR WARRANTIES WHATSOEVER OF SELLER OTHER THAN THEREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 2, WHICHREPRESENTATIONS AND WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL

 

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OTHER REPRESENTATIONS AND WARRANTIES OFSELLER WITH RESPECT TO THE SALE OF THE SHARES, ANY ASSET OR PROPERTY OF ARESCOMOR ITS BUSINESS, WHETHER STATUTORY, WRITTEN, ORAL OR IMPLIED. EXCEPT AS SETFORTH IN THIS SECTION 2, PURCHASER AGREES AND UNDERSTANDS THAT IT ACCEPTS THESHARES, ALL THE PROPERTIES AND ASSETS OF ARESCOM AND ITS BUSINESS “AS IS”,WHERE IS AND WITH ALL FAULTS AND DEFECTS, WHETHER PATENT OR LATENT, AND WITHOUTRECOURSE OF ANY KIND TO SELLER ON ACCOUNT OF ANY LOSS, DAMAGE OR INJURYSUFFERED OR SUSTAINED BY PURCHASER OR ANY OTHER PERSON ON ACCOUNT OF ANY SUCHFAULT OR DEFECT, WHETHER ON ANY THEORY OF NEGLIGENCE, STRICT LIABILITY, BREACHOF CONTRACT OR EXPRESS OR IMPLIED WARRANTY ON WHICH SUCH RECOURSE MIGHTOTHERWISE BE PURSUED.

 

3              Representations,Warranties and Covenants of the Purchaser.

 

The Purchaser hereby represents, warrants andcovenants to the Seller the following:

 

3.1.          Incorporation,Good Standing and Qualification The Purchaser represents that it is acorporation duly incorporated, validly existing and in good standing under thelaws of the British Virgin Islands, and has all required power and authoritynecessary to carry out the transactions contemplated by this Agreement.

 

3.2.          Authorization.All corporate action on the part of the Purchaser and its respective officers,directors and stockholders necessary for the authorization, execution anddelivery of this Agreement, and all other agreements contemplated hereby towhich the Purchaser is a party, the performance of all obligations of the Purchaserhereunder and thereunder, and the purchase of the Shares being purchasedhereunder has been or will be taken prior to the Closing. This Agreement, andall other agreements contemplated hereby to which the Purchaser is a partyconstitute valid and legally binding obligations of the Purchaser, enforceablein accordance with their respective terms, except (i) as limited by applicablebankruptcy, insolvency, reorganization, moratorium and other laws of generalapplication affecting enforcement of creditors’ rights generally, and (ii) aslimited by laws relating to the availability of specific performance,injunctive relief or other equitable remedies.

 

3.3.          PurchaseEntirely for Purchaser’s Own Account. The Shares will be acquired forinvestment for the Purchaser’s own account, not as a nominee or agent, and notwith a view to the resale or distribution of any part thereof, and thePurchaser has no present intention ofselling, granting any participation in or otherwise distributing thesame, other than as permitted by Section 3.9 and in accordance with applicablesecurities laws. The Purchaser further represents that the Purchaser does nothave any contract, undertaking, agreement or arrangement with any person tosell, transfer or grant participations to such person or to any third person,with respect to any of the Shares, other than as permitted by Section 3.9 andin accordance with applicable securities laws.

 

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3.4.          Disclosureof Information. The Purchaser believes it has received all the information itconsiders necessary or appropriate for deciding whether to acquire the Shares.The Purchaser further represents that it has had an opportunity to askquestions and receiveanswersfrom the Seller regarding the terms and conditions of the offering of theShares and the business, properties, prospects and financial condition ofARESCOM.

 

3.5.          NoPublic Market. The Purchaser understands that no public market now exists forany of the securities issued by ARESCOM and that there is no assurance that apublic market will ever exist for the Shares.

 

3.6.          Businessor Financial Experience. By reason of the Purchaser’s business or financialexperience or the business or financial experience of the Purchaser’sprofessional advisors who are unaffiliated with and who are not compensated,directly or indirectly, by ARESCOM, the Seller, or any affiliate or sellingagent of ARESCOM or the Seller, the Purchaser has the capacity to protect itsown interests in connection with its investment in the Shares.

 

3.7.          AccreditedInvestor. The Purchaser is an “accredited investor” within the meaning ofSecurities and Exchange Commission (“SEC”) Rule 501 of Regulation D,promulgated under the Act, as presently in effect.

 

3.8.          RestrictedSecurities. The Purchaser understands that the Shares it is purchasing arecharacterized as “restricted securities” under the federal securities lawsinasmuch as they are being acquired from an affiliate of ARESCOM in atransaction not involving a public offering and that under such laws and applicableregulations the Shares may not be resold without registration under the Actexcept in certain limited circumstances. In the absence of an effectiveregistration statement covering the Shares or an available exemption fromregistration under the Act, the Shares must be held indefinitely. In thisconnection, the Purchaser represents that it is familiar with SEC Rule 144, aspresently in effect, and understands the resale limitations imposed thereby andby the Act, including without limitation the Rule 144 condition that currentinformation about ARESCOM be available to the public. Such information is notnow available and ARESCOM has no present plans to make such informationavailable.

 

4              Conditionsto the Obligations at Closing.

 

4.1.          Conditionsto the Purchaser’s Obligations at Closing. The obligation of the Purchaser toclose the purchase of the Shares hereunder shall be subject to the fulfillmentand satisfaction, prior to or at Closing, of each of the following conditionsor the written waiver thereof by the Purchaser:

 

(a)           Representations;Performance. The limited representations and warranties of the Seller containedin this Agreement shall be true and correct on and as of the Closing Date withthe same effect as though such representations and warranties were made as ofthe Closing Date; the Seller shall have duly performed and complied in allmaterial respects with all agreements required by this Agreement to beperformed or complied with by it prior to or on the Closing Date; each of theconditions specified in this Section 4 shall have been fulfilled to thePurchaser’s satisfaction or waived in writing by the Purchaser; and, on theClosing Date, certificates to such

 

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effect executed by a duly authorizedexecutive officer of the Seller shall have been delivered to the Purchaser.

 

(b)           AllProceedings Satisfactory. All corporate and other proceedings taken prior to orat the Closing in connection with the transactions contemplated by thisAgreement, and all documents and evidences incident thereto, shall bereasonably satisfactory in form and substance to the Purchaser. All third partyand governmental consents, approvals and filings required in connection withthe consummation of the transactions hereunder (including, without limitation,all blue sky law filings, governmental approvals pursuant to theHart-Scott-Rodino Antitrust Improvements Act of 1986, as amended, and waiversof all preemptive rights and rights of first refusal) shall have been obtained,and shall be reasonably satisfactory in form and substance to the Purchaser.

 

(c)           Terminationof Transfer Restrictions. That certain Share Exchange Agreement by and betweenthe Seller and ARESCOM, dated March 15, 1999, and that certain Share ExchangeAgreement by and between the Seller and shareholders of ARESCOM, dated March15, 1999, shall have been amended by the execution of the amendments insubstantially the forms of the attached Exhibit B and Exhibit C, respectively,to eliminate all restrictions on the transfer of the shares of Common Stock theSeller issued to shareholders of ARESCOM pursuant to such agreements (the“Lotus Shares”) other than restrictions on transfer arising under applicablefederal and state securities laws. At the Closing, Lotus shall remove (or causeits transfer agent to remove) all restrictive legends other than therestrictive legends required under applicable federal and state securities lawsfrom the Lotus Shares stock certificates.

 

(d)           Terminationof Shareholders’ Agreement. That certain Shareholders’ Agreement of ARESCOM,dated March 15, 1999, shall have been terminated pursuant to a Release andTermination of Shareholders’ Agreement in substantially the form of Exhibit Dattached hereto.

 

(e)           Boardof Directors. Vincent Yong Yan and Li Dong Sheng shall have resigned from theBoard of Directors of ARESCOM. ARESCOM shall have taken all necessary corporateaction such that the directors of ARESCOM following the Closing shall be WenChen (Max) Lu, Cheng Kuei Lin, and Chiu-Teng Tsai.

 

(f)            Conversionof Debt. An exchange agreement (the “Exchange Agreement”), in substantially theform of Exhibit E attached hereto, shall have been executed and delivered bythe Seller and ARESCOM, pursuant to which all indebtedness, including, withoutlimitation, accrued interest, and other obligations of ARESCOM under, relatingto, or arising out of the following promissory notes issued by ARESCOM to theSeller shall have been cancelled in exchange for 11,048 shares of anewly-designated Series B Preferred Stock of ARESCOM (the “Series B Shares”)and a new note for the principal sum of $2,191,996.15 (the “New Note”), insubstantially the form of Exhibit F attached hereto: (i) that certainpromissory note, dated March 23, 2000, for the principal sum of $8,000,000,(ii) that certain promissory note, dated July 26, 2000, for the principal sumof $1,000,000, (iii) that certain promissory note, dated August 25, 2000, forthe principal sum of $500,000, (iv) that certain promissory note, datedSeptember 1, 2000, for the principal sum of $500,000 and (v) that certainpromissory note issued by ARESCOM to the Seller, dated May 22, 2000, for theprincipal sum of $2,000,000.

 

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4.2.          Conditionsto Seller’s Obligations at Closing. The obligation of Seller to close thepurchase of the Shares hereunder shall be subject to the fulfillment andsatisfaction, prior to or at Closing, each of the following conditions or thewritten waiver thereof by Seller:

 

(a)           Representations;Performance. The representations and warranties of the Purchaser contained inthis Agreement shall be true and correct on and as of the Closing Date with thesame effect as though such representations and warranties were made as of theClosing Date; the Purchaser shall have duly performed and complied in allmaterial respects with all agreements required by this Agreement to beperformed or complied with by it prior to or on the Closing Date; each of theconditions specified in this Section 4 shall have been fulfilled to theSeller’s satisfaction or waived in writing by the Seller; and, on the ClosingDate, certificates to such effect executed by a duly authorized executiveofficer of the Purchaser shall have been delivered to the Seller.

 

(b)           AllProceedings Satisfactory. All corporate and other proceedings taken prior to orat the Closing in connection with the transactions contemplated by thisAgreement, and all documents and evidences incident thereto, shall bereasonably satisfactory in form and substance to the Seller. All third partyand governmental consents, approvals and filings required in connection withthe consummation of the transactions hereunder (including, without limitation,all blue sky law filings, governmental approvals pursuant to theHart-Scott-Rodino Antitrust Improvements Act of 1986, as amended, and waiversof all preemptive rights and rights of first refusal) shall have been obtained,and shall be reasonably satisfactory in form and substance to the Seller.

 

(c)           Releasefrom Avnet Guarantee. The Seller shall have been released from all liability asa guarantor of ARESCOM’s indebtedness to Avnet Electronics Marketing, Inc.,pursuant to that certain Guarantee dated January 7, 2000, by and between AvnetElectronics Marketing, Inc. (as creditor), ARESCOM (as debtor), and the Seller(as guarantor), such release to be in substantially the form of Exhibit Gattached hereto.

 

(d)           Releasefrom General Bank Guarantee. The Seller shall have been released from allliability as a guarantor of ARESCOM’s indebtedness to General Bank, pursuant tothat certain Commercial Guarantee dated March 31, 2000, by and between GeneralBank and the Seller, as amended, or modified, such release to be substantiallyin the form of Exhibit H attached hereto.

 

(e)           Terminationof Shareholders’ Agreement. That certain Shareholders’ Agreement of ARESCOM,dated March 15, 1999, shall have been terminated pursuant to a Release andTermination of Shareholders’ Agreement in substantially the form of Exhibit Battached hereto.

 

(f)            Conversionof Debt. The Exchange Agreement shall have been executed and delivered by theSeller and ARESCOM, pursuant to which all indebtedness, including, withoutlimitation, accrued interest, and other obligations of the Company under,relating to, or arising out of the following promissory notes issued by ARESCOMto the Seller shall have been cancelled in exchange for the Series B Shares andthe New Note: (i) that certain promissory note, dated March 23, 2000, for theprincipal sum of $8,000,000, (ii) that certain promissory note, dated July 26,2000, for the principal sum of $1,000,000, (iii) that certain promissory note,dated August 25,

 

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2000, for the principal sum of $500,000, (iv)that certain promissory note, dated September 1, 2000, for the principal sum of$500,000 and (v) that certain promissory note issued by ARESCOM to the Seller,dated May 22, 2000, for the principal sum of $2,000,000. The New Note shallhave been duly executed and delivered to Seller and the Series B Shares, uponconversion of such debt pursuant to the Exchange Agreement, shall have beenduly and validly issued, fully paid and non-assessable.

 

(g)           Loanand Security Agreement. ARESCOM shall have executed and delivered to Seller,the Loan and Security Agreement of even date herewith (the “Loan Agreement”) insubstantially the form of Exhibit I hereto, with respect to ARESCOM’sobligations under the New Note.

 

(h)           Validityand Priority of Security Interest. Subject to any pre-existing securityinterest granted in favor of General Bank, Seller’s security interest in theCollateral (as defined in the Loan Agreement) shall constitute a valid andsubsisting first priority security interest in such Collateral for payment andperformance of ARESCOM’s obligations under the New Note, and Seller shall havereceived evidence satisfactory to it that all filings and other actions as maybe necessary or advisable to establish, protect, preserve and prefect Seller’ssecurity interest in such Collateral shall have been made or taken.

 

(i)            Terminationof Option Share Exchange Agreements. All rights of any holder of stock options ofARESCOM to exchange securities of ARESCOM for shares of capital stock of theSeller pursuant to Option Share Exchange Agreements dated April 18, 2000 or anyother agreement purporting to grant such holders such rights, shall have beenterminated pursuant to instruments or agreements in form and substanceacceptable to the Seller and its legal counsel.

 

5 Miscellaneous.

 

5.1. Representations and Warranties. Therepresentations and warranties of the parties contained herein shall survivethe Closing. The covenants of any party shall survive the Closing in accordancewith their terms.

 

5.2.          FurtherAssurances. From and after the Closing Date, the Seller shall execute allcertificates, instruments, documents or agreements and shall take any otheraction which it is requested to execute or take to further effectuate thetransaction contemplated by this Agreement.

 

5.3.          Successorsand Assigns. This Agreement shall be binding upon and inure to the benefit ofthe parties named herein and their respective successors and permitted assigns.No party may assign either this Agreement or any of the rights, interests, orobligations hereunder without the prior written approval of the other party.

 

5.4.          Notices.All notices required or permitted hereunder shall be in writing and shall bedeemed effectively given (i) upon personal delivery to the party to benotified, (ii) when sent by confirmed telex or facsimile if sent during normalbusiness hours of the recipient, if not, then on the next business day, (iii)five days after having been sent by registered or certified mail, returnreceipt requested, postage prepaid, or (iv) one day after deposit with anationally recognized overnight courier, specifying next day delivery, withwritten verification of receipt. All communications shall be sent to theaddress as set forth on the signature page hereof or at such

 

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other address as such party may designate byten days advance written notice to the other parties hereto.

 

5.5.          GoverningLaw. This Agreement shall be governed and interpreted by the internal laws (andnot the laws of conflicts) of the State of California as applied to agreementsamong California residents entered into and to be performed entirely withinCalifornia.

 

5:6.          Consentto Jurisdiction and Forum Selection. The parties hereto agree that any actionor proceeding relating to or arising out of this Agreement and the consummationof the transactions contemplated herein shall be brought, tried and litigatedexclusively in the state and federal courts located in the County of SantaClara, State of California. The aforementioned choice of venue is intended bythe parties to be mandatory and not permissive in nature, thereby precludingthe possibility of litigation between the parties with respect to or arisingout of this Agreement and the consummation of the transactions contemplatedherein in any jurisdiction other than that specified in this paragraph. Eachparty hereby waives any right it may have to assert the doctrine of forum nonconveniens or similar doctrine or to object to venue with respect to anyproceeding brought in accordance with this paragraph, and stipulates that thestate and federal courts located in the County of Santa Clara, State ofCalifornia shall have in personam jurisdiction and venue over each of them forthe purpose of litigating any dispute, controversy, or proceeding arising outof or related to this Agreement. Each party hereby authorizes and acceptsservice of process sufficient for personal jurisdiction in any action againstit as contemplated by this paragraph by registered or certified mail, returnreceipt requested, postage prepaid, to its address for the giving of notices asset forth in this Agreement, or in the manner set forth in Section 5.3 of thisAgreement for the giving of notice. Any final judgment rendered against a partyin any action or proceeding shall be conclusive as to the subject of such finaljudgment and may be enforced in other jurisdictions in any manner provided bylaw.

 

5.7. Indemnification.

 

(a)           TheSeller agrees to indemnify, defend and hold harmless the Purchaser and thePurchaser’s officers, directors and shareholders, (collectively, the “PurchaserIndemnitees”), from and after the Closing Date, against any damages, losses,obligations, liabilities, claims, encumbrances, deficiencies, costs andexpenses, including without limitation reasonable attorneys’ fees and othercosts and expenses incident to any action, investigation, claim or proceeding(all hereafter referred to as “Losses”), arising out of or relating to anymisrepresentation or breach of or default in connection with anyrepresentation, warranty, covenant or agreement given or made by Seller in thisAgreement.

 

(b)           Inthe event the Purchaser becomes aware of a third-party claim which thePurchaser believes may result in an indemnification demand under this Section5.7, the Purchaser shall promptly notify the Seller of such claim, and Sellershall be entitled, at their expense, to participate in any defense of suchclaim. The Purchaser shall have the right in its sole discretion to settle anysuch claim; provided, however, that the Purchaser may not effect the settlementof any such claim without the consent of the Seller, which consent shall not beunreasonably withheld. In the event that the Seller has consented to any suchsettlement, Seller shall have no

 

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power or authority to object to the amount ofany claim by Purchaser for indemnity under this Section 5.7 with respect tosuch settlement.

 

(c)           ThePurchaser agrees to indemnify, defend and hold harmless the Seller and theSeller’s officers, directors and shareholders, (collectively, the “SellerIndemnitees”), from and after the Closing Date, against any Losses arising outof or relating to any misrepresentation or breach of or default in connectionwith any representation; warranty, covenant or agreement given or made byPurchaser in this Agreement.

 

(d)           Inthe event the Seller becomes aware of a third-party claim which the Sellerbelieves may result in an indemnification demand under this Section 5.7, theSeller shall promptly notify the Purchaser of such claim, and Purchaser shallbe entitled, at their expense, to participate in any defense of such claim. TheSeller shall have the right in its sole discretion to settle any such claim;provided, however, that the Seller may not effect the settlement of any suchclaim without the consent of the Purchaser, which consent shall not beunreasonably withheld. In the event that the Purchaser has consented to anysuch settlement, Purchaser shall have no power or authority to object to theamount of any claim by Seller for indemnity under this Section 5.7 with respectto such settlement.

 

5.8.          EntireAgreement. This Agreement together and the documents referred to hereinconstitute the entire agreement between the parties and supersedes any priorunderstandings, agreements, or representations by or between the parties,written or oral, to the extent they have related in any way to the subjectmatter hereof.

 

5.9.          Amendmentsand Waivers. Any term of this Agreement may be amended and the observance ofany term of this Agreement may be waived (either generally or in a particularinstance and either retroactively or prospectively), only with the writtenconsent of the parties.

 

5.10.        Severability.If one or more provisions of this Agreement are held to be unenforceable underapplicable law, such provision shall be excluded from this Agreement and thebalance of the Agreement shall be interpreted as if such provision were soexcluded and shall be enforceable in accordance with its terms.

 

5.11.        Expenses.The parties will bear their own costs and expenses (including legal fees andexpenses) incurred in connection with this Agreement and the transactioncontemplated hereby.

 

5.12. Counterparts. This Agreement may be executedin one or more counterparts, including counterparts transmitted by facsimile orother electronic means, each of which shall be deemed an original but all ofwhich together will constitute one and the same instrument.

 

5.13.        Headings.The section headings contained in this Agreement are used for convenience onlyand shall not affect in any way the meaning or interpretation of thisAgreement.

 

5.14.        Dollars.          Allreferences herein to dollars or “$” refer to US dollars.

 

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5.15.        Publicity.Between the date of this Agreement and following the Closing Date, Purchaseragrees that it shall not issue any press release or make any public disclosureof the transactions contemplated hereby without first receiving the priorwritten consent of the Seller. The foregoing shall not apply to any informationwhich shall have already been disseminated into the public domain pursuant tothis Section5.15.

 

5.16.        NoThird Party Beneficiaries. Except for ARESCOM, which is intended to be a thirdparty beneficiary of the Purchaser’s representations, warranties, andagreements set forth in Section 3 hereof, this Agreement shall not confer anyrights or remedies on any person other than the parties hereto and theirrespective successors and permitted assigns.

 

5.17.        Adviceof Counsel. The Purchaser hereby acknowledges that it has had the opportunityto consult with attorneys of its own choice to advise it as to the terms,conditions and ramifications of this Agreement and the transactionscontemplated hereby. The Purchaser hasread and fully understands all provisions of this Agreement and isexecuting this instrument with full and complete authority. The Purchaseracknowledges that neither Brobeck, Phleger & Harrison, legal counsel toARESCOM, nor Crosby, Heafey, Roach & May, P.C., legal counsel to theSeller, has acted as legal counsel to the Purchaser in any respect andPurchaser is not relying on any advice provided by counsel to ARESCOM or theSeller.

 

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the date first above written.

 
| SELLER:                                                     |
|-------------------------------------------------------------|
| PURCHASER:                                                  |
|                                                        |
| /s/ Vincent Yan, President                                  |   |
|                                                        |
| 8001 Irvine Center Drive  Suite 400                         |
| Irvine, CA 92618 Attn:  President Facsimile: (949) 754-4394 |
|                                                        |
|                                                        |
| PURCHASER:                                                  |
|                                                        |
|                                                        |
| SOLOMON EXTREME  INTERNATIONAL LTD.                         |
|                                                        |
| /s/ Fan Chich-Chiang                                        |   |
|                                                        |
|                                                        |
| Registered Office:  Beaufort House P.O. Box 438             |
| Road Town, Tortol8y,  British Virgin Islands Facsimile:     |
|                                                        |
| With copy to:                                               |
| 3F1., No. 20, Lane 165,  Duenhua N. Rd. Sungsh Chiu         |
| Taipei, Taiwan                                              |
| Attn: Wang, Yu-Lan,  Director                               |
| Facsimile:                                                  |
|                                                             |  |  |

 

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