Exhibit 10.1


 


Agreement


 


 


by and among


 


 


CGI HOLDING
CORPORATION d/b/a THINK PARTNERSHIP INC.


 


VINTACOM
ACQUISITION COMPANY, ULC.


 


VINTACOM
HOLDINGS INC.


 


THE
SHAREHOLDERS OF VINTACOM HOLDINGS INC. and


 


BRAD HOGG, As
Agent


 


 


DATED AS OF DECEMBER 2,
2005


 





















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II PURCHASE AND SALE

  	
  9

  
	
  2.1

  	
  Purchase and Sale of Capital Stock

  	
  9

  
	
  2.2

  	
  Purchase Price

  	
  9

  
	
  2.3

  	
  Cancellation of Shares

  	
  10

  
	
  2.4

  	
  Stock Options; Warrants

  	
  11

  
	
  2.5

  	
  Taking Necessary or Further Action

  	
  11

  
	
  2.6

  	
  Agency

  	
  11

  
	
  2.7

  	
  Currency.

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE III RESTRICTIONS ON TRANSFER:
  REGISTRATION

  	
  11

  
	
  3.1

  	
  Restrictions on Transfer

  	
  11

  
	
  3.2

  	
  Registration

  	
  11

  
	
  3.3

  	
  Acknowledgements of Shareholders

  	
  11

  
	
  3.4

  	
  THK’s Privacy Covenants

  	
  12

  
	
  3.5

  	
  Vintacom and Subsidiaries’ Privacy Covenants

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND
  WARRANTIES OF THE SHAREHOLDERS AND VINTACOM

  	
  13

  
	
  4.1

  	
  Organization and Qualification

  	
  13

  
	
  4.2

  	
  Subsidiaries

  	
  13

  
	
  4.3

  	
  Charter, Bylaws and Corporate Records

  	
  14

  
	
  4.4

  	
  Authorization; Enforceability

  	
  14

  
	
  4.5

  	
  No Violation or Conflict

  	
  14

  
	
  4.6

  	
  Governmental and Third Party Consents and Approvals

  	
  15

  
	
  4.7

  	
  Capital Structure

  	
  15

  
	
  4.8

  	
  Financial Statements

  	
  15

  
	
  4.9

  	
  Conduct in the Ordinary Course; Absence of Changes

  	
  16

  
	
  4.10

  	
  Property

  	
  16

  
	
  4.11

  	
  Tangible Personal Property

  	
  18

  
	
  4.12

  	
  Board Approval

  	
  19

  
	
  4.13

  	
  Insurance

  	
  19

  
	
  4.14

  	
  Permits

  	
  19

  
	
  4.15

  	
  Taxes

  	
  19

  
	
  4.16

  	
  Labor Matters

  	
  20

  
	
  4.17

  	
  [Reserved]

  	
  23

  
	
  4.18

  	
  Compliance with Law

  	
  23

  
	
  4.19

  	
  Certain Interests

  	
  23

  
	
  4.20

  	
  Litigation

  	
  23

  
	
  4.21

  	
  Intellectual Property

  	
  24

  



 


i





















 


	
  4.22

  	
  Inventories

  	
  24

  
	
  4.23

  	
  Receivables

  	
  24

  
	
  4.24

  	
  Residency; Investment Sophistication; Backgrounds

  	
  24

  
	
  4.25

  	
  Brokers

  	
  26

  
	
  4.26

  	
  Cash/Banks and Brokerage Accounts

  	
  26

  
	
  4.27

  	
  Indebtedness

  	
  26

  
	
  4.28

  	
  Contracts

  	
  26

  
	
  4.29

  	
  Title to Assets

  	
  27

  
	
  4.30

  	
  Spyware/Adware.

  	
  27

  
	
  4.31

  	
  Material Information

  	
  28

  
	
  4.32

  	
  Transferred Information Notice

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE V REPRESENTATIONS AND
  WARRANTIES OF THK AND VINTACOM ACQUISITION

  	
  28

  
	
  5.1

  	
  Organization and Qualification

  	
  28

  
	
  5.2

  	
  Capital Structure

  	
  29

  
	
  5.3

  	
  Authorization; Enforceability

  	
  29

  
	
  5.4

  	
  No Violation or Conflict

  	
  29

  
	
  5.5

  	
  Governmental Consents and Approvals

  	
  30

  
	
  5.6

  	
  Litigation

  	
  30

  
	
  5.7

  	
  Brokers

  	
  30

  
	
  5.8

  	
  Material Information

  	
  30

  
	
  5.9

  	
  AMEX Listing

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI CLOSING DELIVERIES AND POST
  CLOSING COVENANTS

  	
  30

  
	
  6.1

  	
  Vintacom/Shareholder Deliveries.

  	
  30

  
	
  6.2

  	
  THK/Vintacom Acquisition Deliveries.

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII EMPLOYMENT MATTERS

  	
  34

  
	
  7.1

  	
  Current Employees

  	
  34

  
	
  7.2

  	
  Management of Vintacom Acquisition

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII ADDITIONAL CONSIDERATION

  	
  36

  
	
  8.1

  	
  Additional Consideration

  	
  36

  
	
  8.2

  	
  Additional Covenants

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX INDEMNIFICATION

  	
  37

  
	
  9.1

  	
  Survival of Representations and Warranties

  	
  37

  
	
  9.2

  	
  Indemnification

  	
  37

  
	
  9.3

  	
  Third Party Claim

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE X TAX MATTERS

  	
  39

  
	
  10.1

  	
  Tax Returns

  	
  39

  
	
  10.2

  	
  Contest Provisions

  	
  40

  
	
  10.3

  	
  Assistance and Cooperation

  	
  41

  



 


ii





















 


	
  ARTICLE XI MISCELLANEOUS

  	
  42

  
	
  11.1

  	
  Notices

  	
  42

  
	
  11.2

  	
  Entire Agreement

  	
  43

  
	
  11.3

  	
  Binding Effect

  	
  43

  
	
  11.4

  	
  Assignment

  	
  43

  
	
  11.5

  	
  Modifications and Amendments

  	
  43

  
	
  11.6

  	
  Waivers

  	
  43

  
	
  11.7

  	
  No Third Party Beneficiary

  	
  43

  
	
  11.8

  	
  Severability

  	
  43

  
	
  11.9

  	
  Publicity

  	
  44

  
	
  11.10

  	
  Governing Law

  	
  44

  
	
  11.11

  	
  Counterparts; Facsimile Signatures

  	
  44

  
	
  11.12

  	
  Headings

  	
  44

  
	
  11.13

  	
  Expenses

  	
  44

  
	
  11.14

  	
  Further Assurances

  	
  44

  
	
  11.15

  	
  Arbitration

  	
  44

  
	
  11.16

  	
  Incorporation by Reference

  	
  45

  



 


iii





















 


EXHIBITS


 


	
  Exhibit A

  	
   

  	
  Registration Rights Agreement

  
	
  Exhibit B

  	
   

  	
  Shareholder Representative Agreement

  
	
  Exhibit C

  	
   

  	
  Side Letter Agreement

  
	
  Exhibit D

  	
   

  	
  Option Agreement

  



 


SCHEDULES


 


	
  Schedule 1.1

  	
   

  	
  Combined Salaries

  
	
  Schedule 2.2

  	
   

  	
  Allocation of Merger Consideration

  
	
  Schedule 3.5

  	
   

  	
  Transferred Information

  
	
  Schedule 4.1

  	
   

  	
  Organization and Qualification

  
	
  Schedule 4.2(a)

  	
   

  	
  Subsidiaries

  
	
  Schedule 4.2(b)

  	
   

  	
  Subsidiary Jurisdictions

  
	
  Schedule 4.6

  	
   

  	
  Governmental and Third Party Consents and
  Approvals

  
	
  Schedule 4.7

  	
   

  	
  Capital Structure

  
	
  Schedule 4.8

  	
   

  	
  Financial Statements

  
	
  Schedule 4.9

  	
   

  	
  Conduct in Ordinary Course

  
	
  Schedule 4.10(a)

  	
   

  	
  Owned Property and Owned Property Lease

  
	
  Schedule 4.10(b)

  	
   

  	
  Leased Property

  
	
  Schedule 4.11

  	
   

  	
  Personal Property

  
	
  Schedule 4.13

  	
   

  	
  Insurance

  
	
  Schedule 4.14

  	
   

  	
  Permits

  
	
  Schedule 4.15

  	
   

  	
  Taxes

  
	
  Schedule 4.16

  	
   

  	
  Labor Matters

  
	
  Schedule 4.19

  	
   

  	
  Certain Interests

  
	
  Schedule 4.20

  	
   

  	
  Litigation

  
	
  Schedule 4.21

  	
   

  	
  Intellectual Property

  
	
  Schedule 4.25

  	
   

  	
  Brokers

  
	
  Schedule 4.28

  	
   

  	
  Contracts

  
	
  Schedule 5.1

  	
   

  	
  Organization and Qualification

  
	
  Schedule 5.2(a)

  	
   

  	
  Capital Structure

  
	
  Schedule 5.2(b)

  	
   

  	
  Capital Structure

  
	
  Schedule 6.1(d)

  	
   

  	
  Vintacom Employment Agreements

  
	
  Schedule 6.1(i)

  	
   

  	
  Vintacom Option Cancellation Agreement

  
	
  Schedule 7.1

  	
   

  	
  Employment Salary Letter

  
	
  Schedule 7.1(b)

  	
   

  	
  Options/Warrants

  



 


iv





















 


AGREEMENT


 


This Agreement (this “Agreement”) made and entered into this 2nd
day of December, 2005, by and among CGI Holding Corporation, d/b/a Think Partnership
Inc., a Nevada corporation having its principal place of business in the State
of Illinois (“THK”), Vintacom Acquisition Company, ULC, an Alberta
Unlimited Liability Corporation an indirect, wholly owned subsidiary of THK (“Vintacom
Acquisition”), Vintacom Holdings Inc., an Alberta Business Corporation (“Vintacom”)
the individuals set forth on the signature page hereof  (individually a “Shareholder” and
collectively the “Shareholders”) and Brad Hogg, as Agent.  THK, Vintacom Acquisition, Vintacom, the
Shareholders and the Agent are sometimes referred to herein each, individually,
as a “Party” and, collectively, as the “Parties.”


 


WITNESSETH:


 


WHEREAS, Vintacom and its subsidiaries are in the business of owning
and operating on-line dating sites (collectively, the “Business”); and


 


WHEREAS, the board of directors, managers, shareholders and members (to
the extent required or applicable) of each of THK, Vintacom Acquisition and
Vintacom have each approved this Agreement.


 


NOW, THEREFORE, in consideration of the promises and the mutual
covenants, representations and warranties herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, the Parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


In addition to terms defined elsewhere in this Agreement, the following
terms when used in this Agreement shall have the respective meanings set forth
below:


 


“Action” means any claim, demand, action, cause of action, chose
in action, right of recovery, right of set-off, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority.


 


“Affiliate” means, with respect to a specified Person, any other
Person that, directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with the Person, and
without limiting the generality of the foregoing, includes, with respect to the
specified Person:  (a) any other
Person which beneficially owns or holds 10% or more of the outstanding voting
securities or other securities convertible into voting securities of the
Person, (b) any other Person of which the specified Person beneficially
owns or holds 10% or more of the outstanding voting securities or other
securities convertible into voting securities, or (c) any director,
officer or employee of the Person.


 





















 


“Agent” means the individual identified in the Preamble hereto
or any successor representative appointed by the Shareholders pursuant to the
Shareholder Representative Agreement.


 


“Average Quarterly Pre-Tax Earnings” means the average of the
quarterly pre-tax earnings of Vintacom Acquisition, prepared on a consolidated
basis for Vintacom Acquisition and each of its Subsidiaries, calculated in
accordance with GAAP, during the Measurement Period as reviewed or audited,
from time to time, by independent registered public accountants selected by
THK, provided that no deduction shall be made in the calculation of such
earnings for any of the following:  (a) an
increase of up to an aggregate of $120,000 US in the aggregate annual combined
base salaries of Brad Hogg, Terry Schultz, Kelly Oltean and Mike Baldock as
compared to the aggregate annual combined base salaries of Brad Hogg, Terry
Shultz, Kelly Oltean and Mike Baldock during the twelve month period ending on
the Closing Date which is set forth on Schedule 1.1 hereto, (b) the
amount of any other increases in compensation (including any amounts charged to
compensation expense in connection with the grant of stock options or warrants)
that are approved by the board of directors of THK or Vintacom Acquisition
subsequent to the Closing; (c) any charge to Vintacom Acquisition or any
of its Subsidiaries for compensation paid to the controller to be employed by
Vintacom Acquisition or any of its Subsidiaries subsequent to the Closing; and (d) any
expense or other charges incurred by THK and arising from or related to any
claim asserted by or against the Shareholders but only to the extent that (i) such
expenses or other charges have been applied toward the $50,000 limitation set
forth in Section 9.2(c), or (ii) THK has received an indemnity
payment for such expenses or other charges pursuant to the provisions of Article IX
of this Agreement.


 


“Audited Financials” shall have the meaning ascribed in Article IV,
Section 4.8 hereof.


 


“Business” means the on-line dating site business owned and
operated by Vintacom and its Subsidiaries.


 


“Business Day” means any day other than a Saturday, Sunday or
other day on which banks are required or authorized to be closed in the City of
Chicago, Illinois.


 


“CERCLA” means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended through the date hereof and
any regulations promulgated thereunder.


 


“Claims of Any Nature” mean Liens, Litigation, obligations,
claims and encumbrances, actual or contingent, known or unforeseen, including
but not limited to any loan, claims for salary, bonuses or commissions, unpaid
payroll or other taxes, pension obligations, claims alleging discrimination or
harassment, claims alleging breach of contract, credit card chargebacks in
excess of 1% in respect of Visa and MasterCard and 25% in respect of Amerinet
(based upon the total transaction chargebacks incurred in that month, with reference
to the current month’s processed transactions), lawsuits, stock options, stock
warrants, phantom stock plans, stock appreciation rights or plans, deferred
compensation agreements, purchase agreements that cannot be cancelled by
Vintacom or Vintacom Acquisition, consulting agreements, employment agreements
other than the employment agreements referred to in


 


2





















 


Section 6.1(d),
severance agreements or “change of control” agreements of any nature , and any
other liabilities of any nature whatsoever.


 


“Closing” shall mean the delivery of the consideration and
documents referred to in Article VI.


 


“Closing Date” shall mean the time and date on which the Closing
takes place. The Closing shall be held at the offices of Shefsky &
Froelich Ltd., 111 East Wacker Drive, Suite 2800, unless another place is
agreed to in writing by the Parties.


 


“Closing Date FMV” shall mean the average closing price of a
share of THK Common Stock on the principal market on which the shares are then
traded for the ten (10) consecutive trading days prior to the Closing
Date.


 


“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


“Contract” means any contract, plan, undertaking, understanding,
agreement, license, lease, note, mortgage or other binding commitment, whether
written or oral.


 


“Copyrights” mean all copyrights (registered or otherwise) and
registrations and applications for registration thereof, and all rights therein
provided by multinational treaties or conventions.


 


“Court” means any Canadian federal or provincial court or any
arbitration tribunal of Canada or any province thereof or court or arbitration
tribunal of the United States, any domestic state, or any foreign country, and
any political subdivision thereof.


 


“Database” means all data and other information recorded,
stored, transmitted and retrieved in electronic form.


 


“Discretion “ means the sole, absolute and unfettered discretion
and, in each case where the term is used in conjunction with providing consent,
means that the Person whose consent is required may unreasonably and
arbitrarily withhold, condition or delay the consent.


 


“Documents” means this Agreement together with the Certificate
of Merger and Plan of Merger, the Schedules and Exhibits hereto and the other
agreements, documents and instruments required or contemplated to be executed
in connection herewith.


 


“Domestic Laws” means any Law of any Governmental Authority of
Canada or the United States.


 


“Employee Agreement” means each management, employment, bonus,
loan or other extension of credit, change in control, retention, severance,
consulting, non-compete, confidentiality, or similar agreement or contract any
part of which is in effect on the date of this Agreement or the Closing Date between
Vintacom and any employee.


 


“Employee Plans” means all employee benefit plans (as defined in
Section 3(3) of ERISA) and all bonus, stock or other security option,
stock or other security purchase, stock or


 


3





















 


other security appreciation rights,
incentive, deferred compensation, retirement or supplemental retirement,
severance, golden parachute, vacation, cafeteria, dependent care, medical care,
employee assistance program, education or tuition assistance programs,
insurance and other similar fringe or employee benefit plans, programs or
arrangements, and any current or former employment or executive compensation or
severance agreements, written or otherwise, which have ever been sponsored or
maintained or entered into for the benefit of, or relating to, any present or
former employee or director of Vintacom, or any trade or business (whether or
not incorporated) which is a member of a controlled group or which is under
common control with Vintacom, whether or not the plan is terminated.


 


“ERISA” means the Employee Retirement Income Security Act of
1974, as amended.


 


“GAAP” means United States generally accepted accounting
principles and practices in effect from time to time consistently applied.


 


“Governmental Authority” means any governmental or legislative
agency or authority (other than a Court) of Canada, any province, the United
States, any state thereof, or any other foreign country, and any political
subdivision or agency thereof, and includes any authority having governmental
or quasi-governmental powers, including any administrative agency or
commission.


 


“GST” means goods and services tax payable pursuant to the
Excise Tax Act (Canada), as amended from time to time.


 


“Hardware” means all mainframes, midrange computers, personal
computers, notebooks, servers, switches, printers, modems, drives, peripherals
and any component of any of the foregoing.


 


“Indebtedness” means, with respect to any Person, (a) all
indebtedness of the Person, whether or not contingent, for borrowed money, (b) all
obligations of the Person for the deferred purchase price of property or
services, (c) all obligations of the Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by the Person (even though the rights and remedies
of creditor or lender under such an agreement in the event of default are
limited to repossession or sale of such property), (e) all obligations of
the Person as lessee under leases that have been or should be recorded as
capital leases, in accordance with GAAP, (f) all obligations, contingent
or otherwise, of the Person under acceptance, letter of credit or similar
facilities, (g) all obligations of the Person to purchase, redeem, retire,
defease or otherwise acquire for value any capital stock of the Person or any
warrants, rights or options to acquire the capital stock, valued, in the case
of redeemable preferred stock, at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends, (h) all
indebtedness of others referred to in clauses (a) through (g) above
guaranteed directly or indirectly in any manner by the Person, or in effect
guaranteed directly or indirectly by the Person through an agreement (1) to
pay or purchase the indebtedness or to advance or supply funds for the payment
or purchase of the indebtedness, (2) to purchase, sell or lease (as lessee
or lessor) property, or to purchase or sell services, primarily for the purpose
of enabling the debtor to pay the indebtedness or to assure the holder of such
indebtedness against loss, (3) to supply


 


4





















 


funds to, or in any other manner invest in,
the debtor (including any agreement to pay for property or services
irrespective of whether the property is received or the services are rendered)
or (4) otherwise to assure a creditor against loss and all indebtedness
referred to in clauses (a) through (g) above secured by (or for which
the holder of the indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property (including, without limitation, accounts
and contract rights) owned by the Person, even though the Person has not
assumed or become liable for the payment of the indebtedness.


 


“Information System” means any combination of Hardware, Software
or Database(s) employed primarily for the creation, manipulation, storage,
retrieval, display and use of information in electronic form or media.


 


“Initial Pre-Tax Earnings” means $1.1 million U.S.


 


“Intellectual Property” means (a) inventions, improvements
or discoveries, whether or not patentable, whether or not reduced to practice
or whether or not yet made the subject of a pending Patent application or
applications, (b) ideas and conceptions of potentially patentable subject
matter, including, without limitation, any patent disclosures, whether or not
reduced to practice and whether or not yet made the subject of a pending Patent
application or applications, (c) Patents, (d) Trademarks,  (e) Copyrights, (f) Software, (g) trade
secrets and confidential, technical or business information (including ideas,
formulas, compositions, inventions, and conceptions of inventions whether
patentable or unpatentable and whether or not reduced to practice), (h) confidential,
technology (including know-how and show-how), manufacturing and production
processes and techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, copyrightable works,
financial, marketing and business data, Databases, Information Systems, pricing
and cost information, business and marketing plans and customer and supplier lists
and information, (i) copies and tangible embodiments of all the foregoing,
in whatever form or medium, (j) all rights to obtain and rights to apply for
Patents, and to register Trademarks and Copyrights, (k) all rights under any
License Agreement and any license, registered user agreement, technology or
material, transfer agreement, and other agreements or instruments with respect
to items in (a) to (j) above; and (l) all rights to sue and recover and
retain damages and costs including, but not limited to, attorneys’ fees and
disbursements for present and past infringement of any of the Intellectual
Property rights hereinabove set out.


 


“Inventories” means, without limitation, merchandise, raw
materials, work-in-process, finished goods, replacement parts, packaging,
office supplies, maintenance supplies, computer parts and supplies and Hardware
related to the Business maintained, held or stored by, or for, Vintacom or any
Subsidiary at any location whatsoever and any prepaid deposits for any of the
same terms.


 


“IRS” means the United States Internal Revenue Service.


 


“ITA” means the Income Tax Act (Canada), as amended from time to
time.


 


“Knowledge” means (a) in the case an individual, knowledge
of a particular fact or other matter if the individual has actual knowledge of
the fact or other matter, and (b) in the case of a


 


5





















 


Person (other than an individual) the Person
will be deemed to have knowledge of a particular fact or other matter if any
individual who is serving, or has at any time served, as a director, officer,
partner, executor, or trustee of the Person (or in any similar capacity) has,
or at any time had, actual knowledge of the fact or other matter.


 


“Law” means with respect to a Person, property, transaction or
event, all applicable laws, statutes, Regulations, treaties, by-laws,
ordinances, judgments and decrees and (whether or not having the force of law)
all applicable official directives, rules, consents, approvals, authorizations,
guidelines, orders (including judicial or administrative orders) and policies
of any Governmental Authority having, or purporting to have authority over,
that Person, property, transaction or event, as the same may be amended from
time to time.


 


“Leased Property” means any real property leased by Vintacom or
a Subsidiary including, all buildings and other structures, facilities or
improvements currently or hereafter located thereon, all fixtures, systems,
equipment and items of personal property of a Person attached or appurtenant
thereto, and all easements, licenses, rights and appurtenances relating to the
foregoing but excluding any Tangible Personal Property.


 


“Liabilities” means any and all debts, liabilities, Indebtedness
and obligations, whether accrued or fixed, absolute or contingent, matured or
unmatured or determined or determinable, including, without limitation, those
arising under any Liens, Law, Action or Order, Liabilities for Taxes and
Litigation and those debts, liabilities, Indebtedness and obligations arising
under any Contract.


 


“Liens” means any mortgage, pledge, security interest,
attachment, encumbrance, lien (statutory or otherwise), option, conditional
sale agreement, right of first refusal, first offer, or charge of any kind
(including any agreement to grant any of the foregoing), provided, however,
that the term “Lien” shall not include: (a) liens for Taxes, assessments
and charges any Governmental Authority due for which adequate reserve for
payment has been made and which are being diligently contested in good faith; (b) servitudes,
easements, restrictions, rights-of-way and other similar rights in real
property or any interest therein granted to any third party which do not have
an adverse impact on the purposes for which the real property is used; (c) liens
for Taxes either not due and payable or due but for which notice of assessments
has not been given; (d) undetermined or inchoate liens, charges and
privileges incidental to current construction or current operations and
charges, adverse claims, security interests or encumbrances of any nature
whatsoever claimed or held by any Governmental Authority which have not at the
time been filed or registered against the title to the asset or served upon the
Person pursuant to Law or which relate to obligations not due or delinquent; (e) assignments
of insurance provided to third party landlords (or their mortgagees) pursuant
to the terms of any lease, and liens or rights reserved in any lease for rent
or for compliance with the terms of the lease; (f) liens granted by
Vintacom or any Subsidiary in the ordinary course of the business, as
applicable, to any public utility, municipality or Government Authority in
connection with the operations of business, as applicable, other than liens
granted for borrowed money; (g) deposits or pledges made in connection
with, or to secure payment of, workers’ compensation, unemployment insurance,
old age pension or other social security programs mandated under applicable
Laws; and (h) restrictions on transfer of securities imposed by applicable
state and federal securities Laws.


 


6





















 


“Litigation” means any suit, proceeding, action, arbitration,
cause of action, claim, complaint, criminal prosecution, investigation, inquiry,
demand letter, governmental or other administrative proceeding, whether at law
or at equity, before or by any Court, Governmental Authority, arbitrator or
other tribunal.


 


“Material Adverse Effect” means any circumstance, change in, or
effect that, individually or in the aggregate: (a) is, or could be,
materially adverse to the business, operations, assets or Liabilities
(including, without limitation, contingent Liabilities), employee
relationships, customer or supplier relationships, results of operations or the
condition (financial or otherwise) of the Person, (b) could materially
adversely affect the ability of the Person to operate or conduct its business
in the manner in which it is currently operated or conducted, or contemplated
to be conducted or operated, or (c) prevents the Person from completing
any of the Transactions.


 


“Measurement Date FMV” means the average closing price of a
share of THK Common Stock on the principal market on which the shares are then
trading, if any, for the thirty (30) consecutive trading days prior to the end
of the Measurement Period.


 


“Measurement Period” means the first twelve (12) full calendar
quarters following the Closing Date.


 


“Non-Domestic Law” means any Law that is not a Domestic Law.


 


“Order” shall mean any judgment, order, writ, injunction,
ruling, stipulation, determination, award or decree of or by, or any settlement
under the jurisdiction of, any Court or Governmental Authority.


 


“Owned Property” means any real property owned by a Person
together with all buildings and other structures, facilities or improvements
currently or hereafter located thereon, all fixtures, systems, equipment and
items attached or appurtenant thereto and all easements, licenses, rights and
appurtenances relating to the foregoing but excluding any Tangible Personal
Property.


 


“Patents” mean all national (including the United States and
Canada) and multinational statutory invention registrations, inventor’s
certificates, industrial designs, patents, patent registrations and patent applications,
including all reissues, divisions, continuations, continuations-in-part,
extensions and reexaminations and foreign counterparts, and any and all rights
therein provided by multinational treaties or conventions and any and all
improvements or enhancements to the inventions disclosed in each such
registration, patent or application.


 


“Permits” means any licenses, permits, pending applications,
consents, certificates, registrations, approvals and authorizations.


 


“Person” means any natural person, corporation, limited
liability company, unincorporated organization, partnership, association, joint
stock company, joint venture, trust, syndicate, Governmental Authority, or any
other entity of any nature.


 


“Personal Information” means information about an identifiable
individual but does not include business contact information provided the
collection, use or disclosure, as the case may


 


7





















 


be, of the business contact information is
for the purposes of contacting an individual in that individual’s capacity as
an employee or an official of an organization and for no other purpose.


 


“Receivables” means any and all accounts receivable, notes, book
debts and other amounts due or accruing due to Vintacom or any Subsidiary
whether or not in the ordinary course of its business, together with any unpaid
financing charges accrued thereon.


 


“Registration Rights Agreement” means that certain registration
rights agreement attached hereto as Exhibit A to be entered into at
Closing between THK and the Shareholders.


 


“Regulation” means any rule or regulation of any
Governmental Authority.


 


“Revenue Canada” means the Canada Revenue Agency.


 


“SEC” means the United States Securities and Exchange
Commission.


 


“Securities Act” means the Securities Act of 1933, as amended
from time to time.


 


“Software” means any and all (a) computer programs,
including any and all software implementations of algorithms, models and
methodologies, whether in source code or object code, (b) databases and
compilations, including any and all data and collections of data, whether
machine readable or otherwise, (c) descriptions, flow-charts and other
work product used to design, plan, organize and develop any of the foregoing, (d) the
technology supporting any Internet site(s) operated by or on behalf of the
Person and (e) all documentation, including user manuals and training
materials, relating to any of the foregoing.


 


“Subsidiary” or “Subsidiaries” of Vintacom or Vintacom
Acquisition means any other Person in which Vintacom or Vintacom Acquisition,
as the case may be, owns, directly or indirectly, more than 50% of the
outstanding voting securities or other securities convertible into voting
securities, or which may effectively be controlled, directly or indirectly, by
Vintacom or Vintacom Acquisition, as the case may be.


 


“Tangible Personal Property” means each item or distinct group
of machinery, equipment, tools, supplies, furniture, fixtures, vehicles or
rolling stock owned or leased by the Person.


 


“Tax” or “Taxes” means any and all federal, provincial,
state, local, or foreign taxes, fees, levies, duties, tariffs, imposts, and
other charges of any kind (together with any and all interest, penalties,
additions to tax and additional amounts imposed with respect thereto) imposed
by any Governmental Authority or other taxing authority, taxes or other charges
on or with respect to income, franchises, windfall or other profits, gross
receipts, property, sales, GST, use, capital stock, capital, payroll, employment,
disability, social security, workers’ compensation, unemployment compensation,
or net worth; taxes or other charges in the nature of excise, withholding, ad
valorem, stamp, transfer, value added, or gains taxes; license, registration
and documentation fees; and customs’ duties, tariffs, and similar charges,
whether computed on a separate or consolidated, unitary or combined basis or in
any other manner, whether disputed or not and including any obligation to
indemnify or otherwise assume or succeed to the tax liability


 


8





















 


of any other Person, together with any
interest or penalty, addition to tax or additional amount imposed by any
Governmental Authority.


 


“Tax Returns” means returns, reports, filings, elections,
designations, information statements, and other similar documents, including
any schedule or attachment thereto, with respect to Taxes required to be
filed with the IRS, the Canada Revenue Agency, or any other Governmental
Authority or other taxing authority or agency, domestic or foreign, including
consolidated, combined and unitary tax returns whether accrued, contingent or
otherwise.


 


“THK Common Stock” means Common Stock, $.001 par value per
share, of THK.


 


“Trademarks” mean all trademarks, service marks, trade dress,
logos, trade names and corporate names, whether or not registered, including
all common law rights, and registrations and applications for registration
thereof, including, but not limited to, all marks registered in the Canadian Intellectual
Property Office, United States Patent and Trademark Office, the Trademark
Offices of Canada, the states and territories of the United States of America,
and the Trademark Offices of other nations throughout the world, and all rights
therein provided by multinational treaties or conventions.


 


“Transactions” means the purchase and sale of all of the issued
shares of Vintacom Capital Stock and the other transactions contemplated by
this Agreement.


 


“Transferred Information” means the Personal Information to be
disclosed or conveyed to THK or any of its representatives or agents by or on
behalf of Vintacom, or its Subsidiaries, as a result of, or in conjunction
with, the transactions contemplated herein, and includes all Personal
Information disclosed to THK during the period leading up to, and including,
the completion of the transactions contemplated herein.


 


ARTICLE II


 


PURCHASE AND SALE


 


2.1           Purchase
and Sale of Capital Stock.  Subject
to, and in accordance with, the terms and conditions set forth in this
Agreement, effective as of 12:00 o’clock midnight on December 2, 2005 (the
“Effective Date”), each of the Shareholders shall sell, assign and transfer
each share of the capital stock of Vintacom (“Vintacom Capital Stock”) owned,
directly or indirectly, by the Shareholder, immediately before the Effective
Date to Vintacom Acquisition, and Vintacom Acquisition shall purchase all, but
not less than all, of the Capital Stock from the Shareholders, at and for a
total purchase price consisting of the consideration set forth in Section 2.2.  At the Closing, (a) THK and Vintacom
Acquisition shall deliver to Vintacom and the Shareholders the various
documents referred to in Article VI, Section 6.2 and (b) Vintacom
and the Shareholders shall deliver to THK and Vintacom Acquisition the various
documents referred to in Article VI, Section 6.1.


 


2.2           Purchase
Price.


 


(a)           At
the Closing, or at other times provided herein, Vintacom Acquisition shall pay
to the Shareholders set forth on the stock ledger of Vintacom (the “Vintacom
Stock


 


9





















 


Ledger”)
an aggregate purchase price for all of the shares of Capital Stock of Vintacom
the following: (i) Two Million Seven Hundred Fifty Thousand Dollars
($2,750,000) in aggregate (being the sum of $0.126956 for each of the
21,661,130 issued shares of every class of Capital Stock of Vintacom) in cash
(the “Cash Consideration”) less the Escrowed Amount (as defined below), (ii) an
additional Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) by way
of shares of THK Common Stock (the “Stock Consideration” collectively
with the Cash Consideration, the “Initial Consideration”); the number of
shares of THK Common Stock to be issued as the Stock Consideration will be
equal to the quotient obtained by dividing the sum of $2,750,000 by the Closing
Date FMV, as adjusted for stock splits, stock dividends, reorganizations and
the like occurring during the ten trading day period used to calculate the
Closing Date FMV, and any fractional shares shall be rounded up to the nearest
whole, and (iii) any Additional Consideration under Article VIII
(the “Additional Consideration” and together with the Initial
Consideration, the “Purchase Price”);


 


(b)           An
amount equal to $465,000 U.S. (the “Escrowed Amount”) shall be withheld
from the Cash Consideration to be held and disbursed in accordance with that
certain side letter agreement attached hereto as Exhibit C (the “Side
Letter Agreement”);


 


(c)           Each
certificate representing the THK Common Stock issued in respect of the Purchase
Price shall contain the legends set forth in Section 4.24.


 


(d)           In
order to ensure compliance with the restrictions referred to herein, THK may,
subject to the terms of the Registration Rights Agreement, issue appropriate “stop
transfer” instructions to its transfer agent with respect to the THK Common
Stock delivered pursuant to this Agreement;


 


(e)           THK
will not be required (i) to transfer on its books any THK Common Stock
that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or applicable Law, or (ii) to treat as owner
of the THK Common Stock or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom the THK Common Stock have been so
transferred;


 


(f)            Any
U.S. legend endorsed on a certificate pursuant to Section 2.2(c) and
the stop transfer instructions with respect to the THK Common Stock shall be
removed and THK shall cause the certificate to be cancelled and shall issue a
certificate without a U.S. legend to the holder thereof (i) if the THK
Common Stock is registered under the Securities Act and if the proposed
transfer thereof is consistent with the plan of distribution in the prospectus
with respect to the registration, or (ii) if the holder provides THK with
an opinion of counsel, reasonably satisfactory to legal counsel for THK, to the
effect that a sale, transfer or assignment of the THK Common Stock is exempt
from registration under the Securities Act.


 


2.3           Cancellation
of Shares.  Immediately prior to the
Effective Time, each share of Vintacom Capital Stock either held in Vintacom’s
treasury or owned by any direct or indirect wholly-owned subsidiary of Vintacom
immediately prior to the Effective Time, shall be canceled and extinguished without
any conversion thereof or payment therefor.


 


10





















 


2.4           Stock
Options; Warrants.  At the Effective
Time, each option, warrant or other contractual or other right to purchase or
otherwise acquire or convert into shares of Vintacom Capital Stock granted
prior to the Effective Time shall be cancelled, extinguished and terminated and
shall not have any right to any portion of the Purchase Price.


 


2.5           Taking
Necessary or Further Action.  If, at
any time and from time to time after the Effective Time, any further action is
necessary or desirable to carry out the purposes of this Agreement and to vest
in Vintacom Acquisition full right, title and possession of all properties,
assets, rights, privileges, powers and franchises of Vintacom, and the officers
and directors of Vintacom, as comprised immediately after the Effective Time,
shall be and are fully authorized and directed, in the name of and on behalf of
Vintacom, to take, or cause to be taken, all such lawful and necessary action
as is not inconsistent with this Agreement. 
THK shall cause Vintacom Acquisition to perform all of its obligations
relating to this Agreement and the transactions contemplated hereby.


 


2.6           Agency.  Upon execution of the Shareholder Representative
Agreement attached hereto as Exhibit B by the Shareholders and Brad
Hogg as agent, THK and Vintacom Acquisition shall be entitled to and shall deal
exclusively with the Agent on all matters relating to this Agreement with
respect to or that otherwise concern any Shareholder in connection with this
Agreement and the transactions contemplated hereby, including Article IX
hereof, and shall be entitled to rely conclusively (without further evidence of
any kind whatsoever) on any document executed or purported to be executed by
the Agent on behalf of any Shareholder, and on any other action taken or
purported to be taken by the Agent on behalf of any Shareholder as fully
binding upon the Person.


 


2.7           Currency.  Unless otherwise specified herein, all references
to dollar amounts shall mean the amount in U. S. dollars at the exchange rate
existing on the relevant date of measure.


 


ARTICLE III


 


RESTRICTIONS ON TRANSFER: REGISTRATION


 


3.1           Restrictions
on Transfer. All certificates representing THK Common Stock issued pursuant
to this Agreement shall bear any legends that THK deems necessary or
appropriate including a legend stating that the THK Common Stock has not been
registered under the Securities Act, and may not be transferred or sold without
such registration or an exemption therefrom.


 


3.2           Registration.  At the Closing, THK and the Shareholders
shall enter into the Registration Rights Agreement in the form attached hereto
as Exhibit A.


 


3.3           Acknowledgements
of Shareholders.  (a)  Each
Shareholder acknowledges that no prospectus has been or will be filed by THK
with any securities commission or similar regulatory authority in Canada in
connection with the issuance of THK Common Stock as contemplated by this
Agreement (including THK Common Stock issued as Additional Consideration) and
the issuance of THK Common Stock is to be made in reliance upon


 


11





















 


applicable exemptions from the
registration and prospectus requirements available under applicable Canadian
securities laws and as a result (i) each Shareholder who receives any THK
Common Stock will be restricted from using most of the civil remedies available
under applicable Canadian securities laws; (ii) each Shareholder who
receives any THK Common Stock may not receive information that would otherwise
be required to be provided to it under applicable Canadian securities laws and (iii) THK
is relieved from certain obligations that would otherwise apply under
applicable Canadian securities laws. 
Each Shareholder acknowledges that it may not be able to resell THK
Common Stock (including THK Common Stock issued as Additional Consideration)
except in accordance with limited exemptions under applicable securities laws
in Canada and that each Shareholder is solely responsible for complying with
all resale restrictions applicable to THK Common Stock received by it in
connection with the transactions contemplated by this Agreement (including THK
Common Stock issued as Additional Consideration).  Each Shareholder hereby agrees that it will
not resell any THK Common Stock (including THK Common Stock issued as
Additional Consideration) except in accordance with applicable Canadian
securities law; (b)  Each Shareholder hereby acknowledges that THK is not
a “reporting issuer” in any jurisdiction in Canada and has no intention of
becoming a “reporting issuer” in any such jurisdiction; and (c) Each
Shareholder hereby acknowledges and confirms that it has consulted with its own
legal and financial advisers with respect to its acceptance of THK Common Stock
in connection with the transaction contemplated by this Agreement (including
THK Common Stock issued as Additional Consideration) and the holding of THK
Common Stock as an investment, the tax consequences associated with the
acquisition of the THK Common Stock and dealings in the THK Common Stock and
the resale restrictions and “hold periods” to which the THK Common Stock is or
may be subject to under applicable Canadian securities law.


 


3.4           THK’s
Privacy Covenants.  THK covenants and
agrees: (a)  prior to completing the Transactions, to collect, use and
disclose the Transferred Information solely for the purpose of reviewing and
completing the Transactions, including for the purpose of determining whether
to complete the Transactions; (b) after completing the Transactions, to
collect, use and disclose the Transferred Information solely for the purposes
for which the Transferred Information was initially collected from, or in
respect of, the individual to which the Transferred Information relates
unless:  (i)  THK, Vintacom or any
of their respective Affiliates or subsidiaries has first notified the
individual of the additional purpose, and where required by Law, obtained the
consent of the individual to the additional purpose; or  (ii)  the use or disclosure is permitted
or authorized by Law, without notice to, or consent from, the individual.


 


3.5           Vintacom
and Subsidiaries’ Privacy Covenants. 
Vintacom, each Subsidiary, and the Shareholders, jointly and severally
covenant and agree:


 


(a)           that
Schedule 3.5 sets out details as to:


 


(1)           all purposes for which
the Transferred Information was initially collected from, or in respect of, the
individual to which the Transferred Information relates; and


 


(2)           all additional purposes
where Vintacom, or its Subsidiaries, have notified the individual of the
additional purposes, and where required by Law, obtained the consent of the
individual to the use or disclosure of the information in respect of the
additional


 


12





















 


purpose,
unless the use or disclosure is permitted or authorized by Law, without notice
to, or consent from, the individual;


 


(b)           where
the purposes described by Section 3.5(a) do not include a
purpose for which the Transferred Information is currently collected, used or
disclosed by Vintacom, or its Subsidiaries, to notify, in a manner and form
approved by THK, acting in its Discretion the individual to whom the
information relates of the additional purpose and to obtain the consent of the
individual to the collection, use and disclosure of their information in
respect of the additional purpose, unless the collection, use and disclosure is
permitted or authorized by Law, without notice to, or consent from, the
individual; and


 


(c)           where
required by Law, in a manner and form approved by THK, acting in its Discretion
, to:


 


(1)           notify the individual
to whom the Transferred Information relates of the disclosure of the
Transferred Information to THK as contemplated herein; and


 


(2)           obtain the consent of
the individual to the disclosure, unless the disclosure is permitted or
authorized by Law, without notice to, or consent from, the individual.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF

THE SHAREHOLDERS AND VINTACOM


 


In order to induce THK and Vintacom Acquisition to enter into this
Agreement and to consummate the transactions contemplated hereby, the
Shareholders and Vintacom jointly and severally each hereby represent and
warrant as of the Closing Date to each of THK and Vintacom Acquisition as
follows:


 


4.1           Organization
and Qualification.  Vintacom was duly
incorporated on June 13, 2002 and is a corporation duly organized, validly
subsisting and in good standing under the laws of the Province of Alberta, with
full power and authority, and is qualified, to own, lease and operate its
properties and to conduct its business as now conducted except where failure to
be so organized, subsisting and in good standing would not reasonably be
expected to have a Material Adverse Effect on Vintacom, and is duly licensed or
qualified to transact business as an extra-provincial or a foreign corporation
and is in good standing in each of the jurisdictions listed on Schedule 4.1,
which are the only jurisdictions in which the failure to be so licensed or
qualified could have a Material Adverse Effect on Vintacom.  Vintacom is not a distributing corporation as
that term is defined in the Business Corporations Act (Alberta).


 


4.2           Subsidiaries.  Schedule 4.2(a) sets forth a
true and correct list of each Subsidiary owned or controlled by Vintacom.  Each Subsidiary is a corporation, duly
organized, validly subsisting and in good standing under the laws of the
Province set forth next to its name on Schedule 4.2, with full
power and authority to own, lease and operate their respective properties and
to conduct their respective business as now conducted except where the failure
to be so organized, subsisting and in good standing would not reasonably be
expected to have a Material Adverse Effect on the Subsidiary or on Vintacom and
is duly licensed or qualified to transact


 


13





















 


business as foreign
corporations, in good standing in each of the jurisdictions listed on Schedule 4.2(b) as
applicable to the Subsidiary, which are the only jurisdictions in which the
failure to be so licensed or qualified could have a Material Adverse Effect on
the relevant Subsidiary or on Vintacom.


 


4.3           Charter,
Bylaws and Corporate Records.  True,
correct and complete copies of each of (a) the articles of incorporation
of Vintacom and each Subsidiary as amended and in effect on the date hereof, (b) the
bylaws of Vintacom and each Subsidiary as amended and in effect on the date
hereof, and (c) the minute books of Vintacom and each Subsidiary, have
been previously made available to THK. 
The minute books contain complete and accurate records of all meetings
and other corporate actions of the board of directors, committees of the board
of directors, incorporators and stockholders of Vintacom or the relevant
Subsidiary from the date of its incorporation to the date hereof.


 


4.4           Authorization;
Enforceability.  Vintacom has the
corporate power and authority to execute, deliver and perform its obligations
under this Agreement and the other Documents to which it is a party. The
execution, delivery and performance of this Agreement and the other Documents
to which it is a party and the consummation of the transactions contemplated
herein and therein have been duly authorized and approved by the board of directors
of Vintacom and the Shareholders, and no other action on the part of Vintacom
or the Shareholders is necessary to consummate the transactions contemplated by
this Agreement and the other Documents. 
This Agreement and each of the other Documents to be executed and
delivered by Vintacom and the Shareholders have been duly executed and
delivered by, and constitute the legal, valid and binding obligations of,
Vintacom and the Shareholders, respectively, and are enforceable against
Vintacom and the Shareholders in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditor rights
generally or by general equity principles (regardless of whether enforcement is
sought in a proceeding in equity or at law).


 


4.5           No
Violation or Conflict.  None of (a) the
execution and delivery by Vintacom and the Shareholders of this Agreement and
the other Documents to be executed and delivered by Vintacom and the
Shareholders, (b) the consummation by Vintacom and the Shareholders of the
transactions contemplated by this Agreement and the other Documents, or (c) the
performance of this Agreement and the other Documents required by this
Agreement to be executed and delivered by Vintacom and the Shareholders at the
Closing, will (1) conflict with or violate the articles of incorporation
or bylaws of Vintacom or any Subsidiary, (2) conflict with or violate any
Law, Order or Permit applicable to Vintacom, any Subsidiary or the
Shareholders, or by which Vintacom or any of their respective properties or
capital stock are bound or affected, or (3) result in any breach or
violation of, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or impair the rights of Vintacom,
any Subsidiary or Shareholder or alter the rights or obligations of any third
party under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of any Lien on any
of the properties or assets of Vintacom, any Subsidiary or any Shareholder
except, in the case of clause (2) or (3) above, for any conflict,
breach, violation, default or other occurrence that would not individually or
in the aggregate, have a Material Adverse Effect on Vintacom.


 


14





















 


4.6           Governmental
and Third Party Consents and Approvals. 
Except as set forth on Schedule 4.6, the execution, delivery
and performance of this Agreement and the other Documents by Vintacom and the
Shareholders does not and will not require any consent, approval,
authorization, Permit or other order of, action by, filing with or notification
to, any Governmental Authority or to any third party.


 


4.7           Capital
Structure.  Schedule 4.7
sets forth a true and correct copy of Vintacom Stock Ledger.  The authorized capital stock of Vintacom
consists of an unlimited number of Class “A”, “B”, “C”, “D”, “E”, “F”, “G”,
“H”, “I”, “J”, “K” and “L” shares, of which: Classes “A”, “B”, “C” and “D” are
common, voting participating shares; Classes “E”, “F”, “G” and “H” are
non-voting participating shares; and “Classes “I”, “J”, “K” and “L” are
non-voting, non-participating shares, all as reflected on Vintacom Stock
Ledger.  As of the Closing Date, a total
of 8,150,000 Class “A” shares, 8,150,000 Class “B” shares, 4,861,130 Class “C”
shares and 500,000 Class “D” shares were issued and outstanding
(comprising 21,661,130 issued shares in aggregate) all of which are owned
(legally and beneficially) solely by the Shareholders with good and marketable
title thereto, free and clear of all Liens. 
Except as described above, there will be no shares of voting or
non-voting capital stock, equity interests or other securities of Vintacom authorized,
issued, reserved for issuance or otherwise outstanding at the Closing. All of
the outstanding shares of Vintacom Capital Stock are duly authorized, validly
issued, fully paid and non-assessable, and not subject to, or issued in
violation of, any kind of preemptive, subscription or any kind of similar
rights. There are no bonds, debentures, notes or other Indebtedness of Vintacom
having the right to vote (or convertible into securities having the right to
vote) on any matters on which the shareholders of Vintacom are eligible or
required to vote. There are no other outstanding securities, options, warrants,
calls, rights, commitments, agreements, arrangements or undertakings of any
kind (contingent or otherwise) to which Vintacom is a party or bound obligating
Vintacom to issue, deliver or sell, or cause to be issued, delivered or sold,
additional shares or other voting securities of Vintacom Capital Stock (“Securities
Rights”) or obligating Vintacom to issue, grant, extend or enter into any
agreement to issue, grant or extend any Securities Rights that will survive the
Closing.  There are no outstanding
contractual obligations of Vintacom to repurchase, redeem or otherwise acquire
any shares (or options to acquire any such shares) or other security or equity
interest of Vintacom Capital Stock which will survive the Closing.  All of the issued and outstanding shares of
Vintacom Capital Stock were issued in compliance with all applicable Law and
are owned solely by the Shareholders.


 


4.8           Financial
Statements.  (a)  Schedule 4.8
sets forth the audited balance sheet of Vintacom and each Subsidiary as of December 31,
2004, and the related audited income statement and statement of cashflows for
the fiscal year ended December 31, 2004 accompanied by the auditor’s
report thereon (the “Audited Financials”); and (b)  the unaudited balance
sheet of Vintacom and each Subsidiary as of June 30, 2005 and the
schedules thereto and the related unaudited income statement and statement of
cashflows for the three month period then ended (the “Unaudited Financials” and
collectively with the Audited Financials the “Company Financials”).  The Company Financials (i) have been
prepared in accordance with the books and records of the Person to which they
relate, (ii) are complete and correct in all material respects and have
been prepared in accordance with GAAP for the periods presented, except as to
the Unaudited Financials, for the omission of notes thereto and normal year-end
audit adjustments, which will not be material individually or in the
aggregate.  The Company Financials
present


 


15





















 


fairly the financial condition
and operating results of Vintacom and each Subsidiary as of the dates and
during the periods indicated therein, subject to normal year-end adjustments,
which will not be material in amount or significance in the aggregate, and
disclose all assets and Liabilities (whether accrued, absolute, contingent or
otherwise) of Vintacom as of the dates thereof.


 


4.9           Conduct
in the Ordinary Course; Absence of Changes. 
Since December 31, 2004, Vintacom and each Subsidiary have
conducted their respective Business in the ordinary course, consistent with
past practice, and except for transactions whereby Vintacom has been permitted
to reduce the aggregate cash on hand (including restricted cash) at the Closing
Date of Vintacom and its Subsidiaries to $250,000, or as otherwise disclosed on
Schedule 4.9, there has been no change in their respective
Businesses which has had a Material Adverse Effect on Vintacom.


 


4.10         Property.


 


(a)           Schedule 4.10(a) lists
(1) the street address of each parcel of Owned Property, owned by Vintacom
or any Subsidiary and (2) any and all leases of all or any portion of any
of Owned Property (“Owned Property Leases”). Any parcel of Owned
Property that is not subject to an Owned Property Lease is occupied by Vintacom
or a Subsidiary and is used solely to conduct the Business. Schedule 4.10(a) lists
for each Owned Property Lease (i) the street address of each parcel
subject to an Owned Property Lease, (ii) the identity of the lessor,
lessee and current occupant (if different) under each Owned Property Lease, (iii) the
term, the security deposit, if any, and rental payment terms of each Owned
Property Lease (and any subleases) pertaining to each Owned Property Lease, (iv) any
commissions due now or in the future on each Owned Property Lease or in
connection with an option to extend or renew and (v) any amendments to
each Owned Property Lease.  Except as
disclosed in Schedule 4.10(a), neither Vintacom nor any Subsidiary
has provided any representations or warranties, nor do any of them, have any
ongoing responsibilities or obligations owed, to any Person that acquired any
Owned Real Property from Vintacom or any Subsidiary.  There are no pending or, to Vintacom’s or any
Shareholders’ Knowledge, threatened Claims of Any Nature whatsoever relating to
any Owned Real Property or Leased Property. 
There are no local improvement levies in respect of the Owned Real
Property.  All buildings, structures,
fixtures and improvements on the Owned Real Property, and to the best of
Vintacom’s or any Shareholders’ Knowledge, on the Leased Property, have been
constructed in conformity with all applicable Laws including all applicable building
or safety codes.  There are no pending
or, to Vintacom’s or any Shareholders’ Knowledge, threatened condemnation or
eminent domain proceedings that may affect the Owned Real Property or Leased
Property.  The use, occupancy and
operation of the Owned Real Property or Leased Property by Vintacom or any
Subsidiary complies with all applicable Laws. 
None of the buildings, structures, fixtures and improvements on the
Owned Real Property, and to the best of Vintacom’s or any Shareholder’s
Knowledge on the Leased Property, encroaches upon any other lands and there are
no restrictive covenants or applicable Laws including by-laws, ordinances,
Regulations, restrictions or official plans which in any way materially
restrict or prohibit the use of the buildings, structures, fixtures and
improvements or real property for the purposes for which they are presently
being used.  All utilities that are
required for the full and complete occupancy and use of the Owned Real Property,
and to Vintacom’s or any Shareholder’s Knowledge the Leased Property, for the
purposes for which such properties are


 


16





















 


presently being used including,
electricity, water, telephone and similar systems, have been connected to the
Owned Real Property or the Leased Property and are in good working order;


 


(b)           Schedule 4.10(b) lists:
(i) Leased Property leased by Vintacom or any Subsidiary; (ii) the
identity of the lessor, lessee and current occupant (if different) of each
parcel of Leased Property; and (iii) the term, security deposit, if any,
and rental payment terms of the leases (and any subleases) pertaining to each
item of Leased Property; (iv) any commissions due now or in the future on
any Leased Property or in connection with an option to extend or renew; and (v) any
written document, including amendments thereto, relating to any Leased
Property;


 


(c)           Vintacom
has made available to THK, true and correct copies of each certificate of title
or deed for each parcel of Owned Property and, for each parcel of Leased
Property, all title insurance policies, title reports, surveys, real property
reports, certificates of occupancy, environmental reports, studies and audits,
appraisals, other title documents and other documents prepared by or on behalf
of Vintacom or in Vintacom’s possession, relating to or otherwise affecting the
Owned Property, the Leased Property, or the operation of the Business thereon
or any other uses thereof;


 


(d)           Vintacom
has delivered, or made available to THK, true and correct copies of all leases
and subleases listed in Schedule 4.10(a)-(b) and any and all
ancillary documents pertaining thereto, (including, but not limited to, all
amendments, consents for alterations and documents recording variations and
evidence of commencement dates and expiration dates), (the “Leases”).  With respect to each Lease:


 


(1)           each Lease is the
legal, valid and binding, obligation of the parties thereto, enforceable
against each party;


 


(2)           none of (a) the
execution and delivery by Vintacom and the Shareholders of this Agreement and
the other Documents, (b) the consummation by Vintacom and the Shareholders
of the transactions contemplated by this Agreement and the other Documents, (c) the
performance by Vintacom and the Shareholders of this Agreement and the other
Documents will (i) conflict with or violate the terms of any Lease or (ii) result
in any breach or violation of, or constitute a default (or an event with notice
or lapse of time or both would become a default) under, or impair the rights of
Vintacom, any Subsidiary or any Shareholder or alter the rights or obligations
of any third party under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any Lease;


 


(3)           neither Vintacom nor
any Subsidiary nor to the Knowledge of Vintacom or of any Shareholders, any
other party to any Lease, is in breach or default of such Lease in any material
respect, and, to the Knowledge of Vintacom or of any Shareholders, no event has
occurred that, with notice or lapse of time would constitute a breach or
default or permit termination, modification or acceleration under the Lease;


 


(4)           the rental set forth in
each Lease is the actual rental being paid, and there are no separate
agreements or understandings regarding the amount of rent;


 


(5)           none of Vintacom or any
Subsidiary have any option or right of first refusal relating to the premises
covered by any Lease.  No event exists
which, but for the


 


17





















 


lapse of time
or the giving of notice, or both, would constitute a default under any option
or right of first refusal and no party to any option or right is claiming any
default or taking any action purportedly based upon the default;


 


(6)           none of Vintacom or any
Subsidiary has waived, or omitted to take any action in respect of any material
rights under any Lease; and


 


(7)           none of Vintacom or any
Subsidiary has currently, or will have at the Closing Date, any obligation to
lease or sublease, any property other than the Leased Property, or to grant any
option or right of first refusal to lease or sublease any property other than
as set out on Schedule 4.10(c).


 


4.11         Tangible
Personal Property.


 


(a)           Schedule 4.11
sets forth a true and correct copy of each item of Tangible Personal Property
owned or leased by Vintacom or any Subsidiary with respect to any Shareholder
owned or leased by any Shareholder and used in the Business or with respect to
any Tangible Personal Property owned by Vintacom or any Subsidiary and leased
by it to any other Person.


 


(b)           Vintacom
has delivered or made available to THK true, correct and complete copies of all
leases for any Tangible Personal Property leased by Vintacom or any Subsidiary
and any and all material ancillary documents pertaining thereto.  With respect to each lease of Tangible
Personal Property in respect of which Vintacom or any Subsidiary is a lessee:


 


(1)           each lease, together
with all ancillary documents delivered pursuant to the first sentence of this Section 4.11(b),
is the legal, valid and binding obligation of the parties thereto, enforceable
against each of the parties in accordance with the terms thereof;


 


(2)           none of Vintacom, any
Subsidiary or any Shareholder or to the Knowledge of Vintacom or any
Shareholder, any other party to any lease, is in breach or default in any
material respect, and no event has occurred that, with notice or lapse of time
would constitute such a breach or default or permit termination, modification
or acceleration under, any lease; and


 


(3)           none of (a) the execution
and delivery by Vintacom and the Shareholders of this Agreement and the other
Documents, (b) the consummation by Vintacom and the Shareholders of the
transaction contemplated by this Agreement and the other Documents, (c) the
performance by Vintacom or the Shareholders of this Agreement and the other
Documents required by this Agreement will (1) conflict with or violate the
terms of any lease or (2) result in any breach or violation of, or
constitute a default (or an event with notice or lapse of time or both would
become a default) under, or impair the rights of Vintacom, any Subsidiary or
any Shareholder or alter the rights or obligations of any third party under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any material lease of Tangible Personal Property except for
any conflict, breach, violation, default or other occurrence that would not
individually or in the aggregate, have a Material Adverse Effect on Vintacom.


 


18





















 


(c)           All
Tangible Personal Property referenced in Schedule 4.11 is adequate
and usable for the use and purposes for which it is currently used, is in good
operating condition, and has been maintained and repaired in accordance with
good business practice.


 


(d)           Vintacom
or any Subsidiary has duly registered all necessary financing statements or
registrations at all relevant personal or movable property registries in all
relevant jurisdictions in order to perfect its interest (including any purchase
money security interest) in any Tangible Personal Property that has been sold
or which is leased to any other Person in the ordinary course of business (a
list of which registries, and the registration numbers of such registrations,
is set forth in Schedule 4.11). 
A list of all Tangible Personal Property that have been sold by Vintacom
or any Subsidiary for which Vintacom or any Subsidiary has not yet been paid in
full is set forth on Schedule 4.11.


 


4.12         Board
Approval.  The board of directors of
Vintacom has, at a meeting duly called and held at which all Shareholders of
Vintacom were present or by a unanimous written consent:  (1) approved and declared advisable this
Agreement; and (2) determined that the other transactions contemplated by
this Agreement are advisable, fair to and in the best interest of Vintacom and
its Shareholders.


 


4.13         Insurance.  Vintacom has furnished or made available to
THK, true and complete copies of all insurance policies and fidelity bonds
covering the assets, business, equipment, properties and operations of Vintacom
and each Subsidiary relating to the Business, and their respective assets, a
list of which (by type, carrier, policy number, limits, premium and expiration
date) is set forth in Schedule 4.13.  All such insurance policies are in full force
and effect and will remain in full force and effect with respect to all events
occurring prior to, or after, the Effective Time.  Vintacom is not in default under any
insurance policy and has not failed to give any notice or present any claim
within the appropriate time therefor. 
There exist no pending claims against or pursuant to insurance policies
or bonds as to which the insurers have denied liability, and there exist no
claims under insurance policies or bonds that have not been properly
filed.  No insurance has been refused
with respect to the assets of Vintacom or any of its Subsidiaries, or Business,
and the coverage of any insurance has not been limited or canceled by any insurance
carrier which has carried, or received an application for, any insurance.


 


4.14         Permits.  Schedule 4.14 sets forth a true
and correct list of Permits used by, or otherwise required for, to conduct the
Business. Each such listed Permit is valid and in full force and effect.


 


4.15         Taxes.  Except as set forth on Schedule 4.15,
(a) all Tax Returns required to be filed with respect to Vintacom or any
Subsidiary have been timely filed and have been or will be prepared in
accordance with the provisions of applicable Law, (b) all Taxes required
to be shown on the Tax Returns or otherwise due have been timely paid, (c) all
Tax Returns are true, correct and complete in all respects, (d) no
adjustment relating to the Tax Returns has been proposed formally or informally
by any Governmental Authority and, to the Knowledge of Vintacom or any
Shareholder, no basis exists for any adjustment, (e) there are no pending
or, to the Knowledge of Vintacom, threatened audits, investigations, actions or
proceedings for the assessment or collection of Taxes against Vintacom or any
Subsidiary or insofar as either relates to the activities or income of Vintacom
or any Subsidiary or the Business or could result in


 


19





















 


Liability to Vintacom whether
joint or several to any Person, (f) there are no Liens relating to any Tax
on any assets of Vintacom or of any Subsidiary, (g) Vintacom and each
Subsidiary has withheld, remitted and paid all Taxes required to have been
withheld, remitted and paid in connection with any amounts paid or owing to any
director, officer, employee, independent contractor, creditor, stockholder,
non-resident person or other party, past or present, and all forms required
with respect thereto have been properly completed and timely filed, (h) none
of Vintacom or any of its Subsidiaries has consented to extend the time in
which any Taxes may be assessed or collected by any taxing authority; (i) none
of Vintacom or any of its Subsidiaries has requested or been granted an
extension of the time for filing any Tax Return; (j) there are no Liens for
Taxes (other than for current Taxes not yet due and payable) upon the assets of
Vintacom, any Subsidiaries or the shares of Vintacom Capital Stock owned by any
Shareholder; (k) none of Vintacom or any of its Subsidiaries will be required
as a result of any “Closing Agreement” to include any adjustment in taxable
income for any taxable period (or portion thereof) beginning after the Closing
Date; (l) none of Vintacom or any of its Subsidiaries will be required as a
result of any “Closing Agreement” to include any item of income or exclude any
item of deduction from any taxable period (or portion thereof) beginning after
the Closing Date; (m) none of Vintacom or any of its Subsidiaries is party to
or bound by any tax allocation or tax sharing agreement other than agreements
to share the entitlement of associated corporations to the “business limit”
under Section 125 of the ITA and related provincial legislation and does
not have any current or potential contractual obligation to indemnify any other
Person with respect to Taxes; (n) Vintacom has not been a United States real
property holding corporation within the meaning of Section 897(c)(2) of
the Code (or any corresponding provisions of state, local or foreign law); (o)
no claim has ever been made in writing by a taxing authority in a jurisdiction
where Vintacom or any of its Subsidiaries does not file Tax Returns that
Vintacom or any Subsidiary is or may be subject to Taxes assessed by such
jurisdiction; (p) Vintacom and each of its Subsidiaries has collected and
remitted to the appropriate tax authority, when required by applicable Laws to
do so, all amounts collected by it on account of GST; (q) true, correct and
complete copies of all income and sales Tax Returns filed by Vintacom and each
Subsidiary for the past two (2) years have been furnished or made
available to THK; and (r) none of Vintacom or any Subsidiary will be subject to
any Taxes with respect to the purchase and sale of all of the issued shares of
Vintacom Capital Stock, as contemplated by this Agreement.


 


4.16         Labor
Matters.


 


(a)           Employees.  Schedule 4.16 contains a complete
and accurate list of the names of all individuals who are full-time, part-time
or casual employees or individuals engaged on contract to provide employment
services or sales or other agents or representatives of Vintacom and each
Subsidiary employed or engaged in or in association with the Business (the “Employees”)
as of the date of this Agreement specifying the length of hire, title or classification
and rate of salary or hourly pay and commission or bonus entitlement (if any)
for each such Employee.  Schedule 4.16
lists all Employees, including those on lay-off, other than those in receipt of
benefits under Workers’ Compensation legislation, who have been absent
continually from work for a period in excess of one (1) month, as well as
the reason for their absence.  Except as
described in Schedule 4.16 there are no complaints, Claims of Any
Nature or charges outstanding, or to the Knowledge of Vintacom or its
Shareholders, anticipated, nor are there any Orders, decisions, directions or
convictions currently registered or outstanding by any tribunal or agency
against or in respect of Vintacom and each Subsidiary under or in respect of
any


 


20





















 


Employment legislation.  Schedule 4.16 list all former
employees of Vintacom and each Subsidiary (“Former Employees”) or Employees in
respect of whom Vintacom and each Subsidiary has been advised by the applicable
Workers’ Compensation Board that such Former Employees or Employees while
employed by Vintacom and each Subsidiary are in receipt of benefits under the Workers’ Compensation Act (Alberta) or equivalent
legislation in each jurisdiction in which Vintacom and each Subsidiary carries
on business.  Vintacom and each
Subsidiary is in compliance with the Employment Standards Act
(Alberta), the Workers’ Compensation Act
(Alberta), the Occupational Health and Safety Act
(Alberta), and other Employment legislation and, without limiting the
generality of the foregoing.


 


(1)           there are no appeals
pending before any applicable Workers’ Compensation Tribunal involving Vintacom
or any Subsidiary;


 


(2)           all levies, assessments
and penalties made against Vintacom or any Subsidiary pursuant to the Workers’ Compensation Act (Alberta) or equivalent
legislation in each jurisdiction in which Vintacom or any Subsidiary carries on
business have been paid by Vintacom or any Subsidiary;


 


(3)           there has been no
change in the rating assessment applicable to Vintacom or any Subsidiary or the
Business under the Workers’ Compensation Act
(Alberta) or equivalent legislation in each jurisdiction in which the
Corporation carries on business during the past three (3) years except as
described in Schedule 4.16;


 


(4)           none of Vintacom or any
Shareholder is aware of any audit currently being performed by the Workers’
Compensation Board of Alberta or any other applicable Workers’ Compensation
Board;


 


(5)           all payments required
to be made in trust to the Director of Employment Standards in respect of
termination or severance pay under the Employment Standards Act (Alberta) or
any other equivalent legislation in respect of Former Employees listed on Schedule 4.16
have been made; and


 


(6)           none of Vintacom or any
Subsidiary is a party to or bound by any severance agreement, program or
policy.


 


(b)           Employee
Accruals.  Except as disclosed on Schedule 4.16,
all accruals for unpaid vacation pay, contributions for unemployment insurance,
health premiums, Canada Pension Plan premiums, accrued wages, salaries and
commissions, bonuses, profit sharing and other obligations including, those
relating to the Employee Plans are accurately reflected in the Audited
Financials.


 


(c)           Employee
Contracts.  Except as disclosed in Schedule 4.16,
none of Vintacom or any Subsidiary, is a party to any written or oral
Employment Agreement with any of its Former Employees or Employees.


 


(d)           Employee
Plans.  Schedule 4.16
identifies each Employee Plan.  A true
and complete copy of each Employee Plan has been furnished to THK.  Vintacom and each Subsidiary has maintained
each Employee Plan in compliance with its obligations thereunder in


 


21





















 


accordance with its terms and
with the requirements prescribed for Vintacom or any Subsidiary by any and all
applicable Laws that are applicable to the Employee Plan, and all employee data
in Vintacom’s or any Subsidiary’s records respecting the Employee Plans, copies
of which have been provided by Vintacom to THK, are correct.  Vintacom has delivered to THK the actuarial
valuations, if any, prepared for Vintacom and each Subsidiary in respect of
each Employee Plan during the past three (3) years.  Except as described in Schedule 4.16:


 


(1)           all contributions to,
and payments from each Employee Plan that may have been required to be made by
Vintacom in accordance with the terms of any Employee Plan or with the
recommendation of the actuary for the Employee Plan, and, where applicable, the
laws of the jurisdictions that govern the Employee Plan, have been made in a
timely manner;


 


(2)           all material reports,
returns and similar documents (including applications for approval of
contributions) with respect to any Employee Plan required to be filed with any Governmental
Authority to distribute to any Employee Plan participant have been duly filed
in a timely manner or distributed;


 


(3)           there are no pending
investigations by any Governmental Authority or regulatory agency or authority
involving or relating to any Employee Plan, no threatened or pending Claims of
Any Nature (except for claims for benefits payable in the normal operation of
the Employee Plans), suits or proceedings against any Employee Plan or
asserting any rights or claims to benefits under any Employee Plan that could
give rise to liability, nor are there any facts that could give rise to any
liability in the event of a Claim of Any Nature under any Employee Plan;


 


(4)           no notice has been
received by Vintacom, any Subsidiary, or any Shareholder of any complaints or
other proceedings of any kind involving Vintacom or any Subsidiary or, to
Vintacom’s or any Shareholder’s Knowledge, before any pension board or
committee relating to any Employee Plan or to the business or the assets of
Vintacom or any Subsidiary;


 


(5)           the assets of each
Employee Plan are at least equal to the liabilities of such Employee Plan based
on the actuarial assumptions utilized in the most recent valuation performed by
the actuary for the Employee Plan, and neither THK nor any of its Affiliates
(including post-Closing, Vintacom Acquisition) will incur any liability with
respect to any Employee Plan, that cannot be satisfied from the assets of such
Employee Plan, as a result of the transactions contemplated by this Agreement;


 


(6)           none of Vintacom, any
Subsidiary, any Shareholder or their respective agents have breached any
fiduciary obligations with respect to the administration of the Employee Plans;
and


 


(7)           no amendments have been
made to the Employee Plans and no improvements to the Employee Plans will be
made or promised in writing prior to the Closing Date without the consent of
THK, in its Discretion .


 


None of Vintacom or any Subsidiary, has made any contracts with any
labor union or employee association with respect to any future agreements and
none of Vintacom or any


 


22





















 


Subsidiary is aware of any current attempts
to organize or establish any labor union or employee association with respect
to any Employees nor is there any certification of any union with regard to a
bargaining unit.  There are no grievances
against Vintacom or any Subsidiary of which any of Vintacom, a Subsidiary or
any Shareholder has received written notice under any collective
agreement.  Schedule 4.16 describes
all work stoppages and strikes (legal or otherwise) that the Business has
experienced in the past three (3) years, including the dates and length of
each occurrence.  Schedule 4.16
describes every arbitration award arising in respect of any collective
agreement described in Schedule 4.16 issued in the past three (3) years.


 


4.17         [Reserved].


 


4.18         Compliance
with Law.  Vintacom and each
Subsidiary is in compliance, and at all times has complied, in all material
respects, with all Domestic Laws applicable to each of them.  To Vintacom’s Knowledge, Vintacom and each
Subsidiary is and at all times has complied, in all material respects with all
Non-Domestic Laws applicable to each of them.


 


4.19         Certain
Interests.


 


(a)           No
officer, director or Shareholder of Vintacom or any Subsidiary, and no relative
or spouse (or relative of such spouse) who resides with, or is a dependent of,
any such officer, director or Shareholder:


 


(1)           has any direct or
indirect financial interest in any competitor, supplier or customer of Vintacom
or any Subsidiary, except as disclosed on Schedule 4.19, provided,
however, that the ownership of securities representing no more than 3% of the
outstanding voting power of any competitor, supplier or customer, and which are
also listed on any Canadian or national securities exchange or traded actively
in a national over-the-counter market, shall not be deemed to be a “financial
interest” so long as the Person owning the securities has no other connection
or relationship with the competitor, supplier or customer;


 


(2)           owns, directly or
indirectly, in whole or in part, or has any other interest in any Tangible
Personal Property or intangible property which Vintacom or any Subsidiary uses,
or has used during the period covered by the Company Financials, to conduct the
Business or otherwise; or


 


(3)           has outstanding any
Indebtedness to Vintacom or any Subsidiary.


 


(b)           Except
as disclosed on Schedule 4.19, none of Vintacom or any Subsidiary
has any Indebtedness, Liabilities, or any other obligation of any nature
whatsoever to, any officer, director or shareholder of Vintacom or any
Subsidiary or to any relative or spouse (or relative of such spouse) who
resides with, or is a dependent of, any such officer, director or shareholder.


 


4.20         Litigation.  Except as set forth on Schedule 4.20,
there are no Actions pending, or to the Knowledge of Vintacom, any Subsidiary,
or any Shareholder threatened, against, relating to or affecting Vintacom or
any Subsidiary before any Court, Governmental Authority or any arbitrator or
mediator. None of Vintacom, or any Subsidiary or any Shareholder is subject to
any Order, including but not limited to any Order which prohibits or restricts
the consummation of


 


23





















 


the transactions contemplated
hereby or restricts in any way the ownership or operations of Vintacom or any
Subsidiary.


 


4.21         Intellectual
Property.  Except as disclosed on Schedule 4.21,
(1) Vintacom and each Subsidiary owns, or is licensed to use (in each
case, free and clear of any Liens), all Intellectual Property used in or
necessary for the conduct of the Business as currently conducted, (2) the
use of any Intellectual Property by Vintacom and each Subsidiary does not
infringe on, or otherwise violate, the rights conferred to any Person under any
Domestic Law, (3) to the Knowledge of Vintacom, each Subsidiary and each
Shareholder, the use of any Intellectual Property by Vintacom and each
Subsidiary does not infringe on, or otherwise violate, the rights conferred to
any Person under any Non-Domestic Law, (4) the use of the Intellectual
Property is in accordance with applicable licenses pursuant to which Vintacom
and each Subsidiary acquired the right to use any Intellectual Property, and (5) to
the Knowledge of Vintacom, each Subsidiary and each Shareholder, no Person is
challenging, infringing on or otherwise violating any right of Vintacom or any
Subsidiary with respect to any Intellectual Property owned by or licensed to
Vintacom or any Subsidiary.  None of Vintacom,
any Subsidiary or any Shareholders have Knowledge of any pending claim, order
or proceeding with respect to any Intellectual Property and no Intellectual
Property owned or licensed by Vintacom or any Subsidiary is being used or
enforced in a manner that would reasonably be expected to result in the
abandonment, cancellation or unenforceability of the Intellectual
Property.  Schedule 4.21 sets
forth a true and complete list of all domain names owned by any Shareholder.


 


4.22         Inventories.  The Inventory as reflected in the Company
Financials are in proper working order and of merchantable quality, in all
material respects, which can be sold in the ordinary course of the Business in
a fashion consistent with the historical sales results, efficiencies, terms,
conditions, pricing, and inventory turnover patterns of the Business.


 


4.23         Receivables.  The Receivables as reflected in the Company
Financials, consist solely of bona fide accounts receivable generated by
the Business in the ordinary course, which can be collected in the ordinary
course of the Business in a fashion consistent with the historical collection
results, efficiencies, policies, procedures and patterns of the Business.  On the Closing Date, the amount by which the
liabilities disclosed in the consolidated financial statements of Vintacom and
the Subsidiaries exceeds the value of the Receivables as at that date shall be
not greater than the amount by which the liabilities disclosed on the February 28,
2005 internal unaudited financial statements of Vintacom and The Relationship
Exchange Company (determined on a consolidated basis), exceeds the value of the
Receivables as disclosed on such February 28, 2005 internal unaudited
financial statements; provided that on the Closing Date, neither Vintacom nor
any Subsidiary shall have any Liability for amounts owing any advisor or agent
retained by any of them in connection with the transactions contemplated by
this Agreement including but not limited to amounts owing Miller Thomson LLP
and Dorsey & Whitney LLP; and further provided that such comparison is
carried out using consistent accounting policies (including adjustments for
translation gain/loss recognition and adjustment for the change in deferred
revenue recognition).


 


4.24         Residency;
Investment Sophistication; Backgrounds. 
Each Shareholder (a) is a resident of Canada for the purposes of
the ITA, (b) is not a U.S. Person (as defined under Regulation S of the
Securities Act of 1933, as amended) or a person within the United States and


 


24





















 


it is not acquiring the shares
of THK Common Stock for the account of a U.S. Person or a person within the
United States, (c) acknowledges and agrees that the shares of THK Common
Stock have not been offered to the Shareholder in the United States, (d) is
aware that the shares of THK Common Stock have not been nor will they be
registered under the Securities Act or the securities laws of any state and
that the shares may not be offered or sold, directly or indirectly, in the
United States without registration under the Securities Act or compliance with
requirements of an exemption from registration, (e) is acquiring the
shares of THK Common Stock solely for his own personal account, for investment
purpose only, and is not purchasing with a view to, or for, the resale,
distribution, subdivision or fractionalization thereof, (f) understands
that if he decides to offer, sell or otherwise transfer any of the shares of
THK Common Stock, they may be offered, sold or otherwise transferred only (i) to
THK, (ii) outside the United States in compliance with Rule 904 of
Regulation S, (iii) in compliance with the exemption from registration
under the Securities Act provided by Rule 144 or Rule 144A
thereunder, if available, and in compliance with any applicable state
securities laws, or (iv) with the prior written consent of THK pursuant to
another exemption from registration under the Securities Act and in compliance
with any applicable state securities laws, and covenants that he will not offer
or sell the shares of THK Common Stock in the United States or to a U.S. Person
except as set out above, (g) represents that neither the Shareholder, nor
any affiliate, nor any person acting on their behalf, has made any “directed
selling efforts” in the United States, as defined in Regulation S to be: any
activity undertaken for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States for any of the
securities being purchased hereby, (h) has never been charged, indicted or
convicted of any criminal offense, excepting only minor traffic violations, and
(i) understands that upon the original issuance thereof, and until such
time as the same is no longer required under applicable requirements of the
Securities Act or applicable state securities laws, certificates representing
the shares of THK Common Stock, and all certificates issued in exchange
therefore or in substitution thereof, shall bear the following legend:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER
REPRESENTS THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES WILL NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT AND IT IS NOT A U.S. PERSON AND IS
ACQUIRING THESE SECURITIES IN AN OFFSHORE TRANSACTION, AND AGREES THAT IT WILL
NOT RESELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS CERTIFICATE
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE ACT, OR (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE ACT (IF AVAILABLE) AND AGREES THAT IT WILL GIVE EACH PERSON
TO WHOM THESE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND, OR AN OPINION


 


25





















 


SATISFACTORY
TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED
UNDER THE ACT.


 


4.25         Brokers.  Except as set forth on Schedule 4.25,
none of Vintacom, any Subsidiary or any Shareholder has employed any financial
advisor, broker, finder, consultant or advisor, and none of Vintacom any
Subsidiary or any Shareholder has incurred or will incur any broker, finder,
investment banking, consultant, advisory or similar fees, commissions or
expenses in connection with the Transactions contemplated by this Agreement.


 


4.26         Cash/Banks
and Brokerage Accounts.  Schedule 4.26
sets forth (1) a true and complete list of the names and locations of all
banks, trust companies, securities brokers and other financial institutions at
which Vintacom and each Subsidiary has an account or safety deposit box or
maintains a banking, custodial, trading or other similar relationship, (2) a
true and complete list and description of each account, safety deposit box and
relationship, indicating in each case the account number, the names of the
respective officers, employees, agents or other similar representatives of
Vintacom and each Subsidiary having signatory power with respect thereto and
the current balances in the accounts or safety deposit boxes, and (3) a
list of each debenture, note, and other evidence of indebtedness, stock,
security (including rights to purchase and derivative securities or rights),
interests in joint ventures and general and limited partnerships, mortgage
loans and other investment or portfolio assets owned of record or beneficially
by Vintacom and each Subsidiary, the legal name of the record and beneficial
owner thereof, the location of the certificates, if any, therefor, the maturity
date, if any, and any stock or bond powers or other authority for transfer
granted with respect thereto.  On the
Closing Date, the cash on deposit in unrestricted and restricted accounts
maintained by Vintacom shall be not less than Two Hundred Fifty Thousand
Dollars ($250,000).


 


4.27         Indebtedness.  On the Closing Date, none of Vintacom or any
Subsidiary shall have any Indebtedness, including but not limited to Claims of
Any Nature, except for Indebtedness incurred in the ordinary course of business
consistent with past practice or as reflected on the February 28, 2005
internal unaudited financial statements of Vintacom and The Relationship
Exchange Company (“Approved Liabilities”).


 


4.28         Contracts.  Schedule 4.28 sets forth a list
of all material contracts to which Vintacom or any Subsidiary is a party
including (the “Designated Contracts”):


 


(a)           any
agreement (or group of related agreements) for the purchase or sale of raw
materials, commodities, supplies, products, or other personal property, or for
the furnishing or receipt of services, not entered into in the ordinary course
of business;


 


(b)           any
agreement concerning a partnership, joint venture or limited liability company
venture;


 


(c)           any
agreement (or group of related agreements) under which any of them has created,
incurred, assumed, or guaranteed any Indebtedness for borrowed money, in excess
of $10,000 or pursuant to which a Lien has been placed on any of their assets,
tangible or intangible, in excess of $10,000;


 


(d)           any
agreement concerning confidentiality or non-competition;


 


26





















 


(e)           any
agreement between any Shareholder or their Affiliates and Vintacom or any
Subsidiary;


 


(f)            any
agreement under which Vintacom or any Subsidiary has advanced or loaned monies
to any director, officer, or employee of Vintacom or any Subsidiary;


 


(g)           any
agreement which restricts Vintacom or any Subsidiary from engaging in the
Business anywhere in the world;


 


(h)           any
settlement or similar agreement, the performance of which will require Vintacom
or any Subsidiary to pay, or entitles Vintacom or any Subsidiary to receive,
after the Closing Date consideration in excess of $10,000;


 


(i)            any
agreement relating to any acquisition, divestiture, merger or similar
transaction involving consideration in excess of $10,000, which contains
representations, warranties, covenants, indemnities or other obligations which
are still in effect;


 


(j)            any
powers of attorney (other than a power of attorney given in the ordinary course
of business for routine Tax matters);


 


(k)           any
contract relating to pending capital expenditures of Vintacom or any Subsidiary
in excess of $10,000;


 


(l)            any
agreement under which Vintacom or any Subsidiary has advanced or loaned any
other Person amounts in the aggregate exceeding $10,000; and


 


(m)          any
other agreement (or group of related agreements) the performance of which
involves consideration in excess of $50,000.


 


To the extent reflected on Schedule 4.28, Vintacom has
delivered, or made available, to THK, a correct and complete copy of each
written agreement listed in Schedule 4.28 (as amended to date) and
a written summary setting forth the material terms and conditions of each oral
agreement, if any, referred to in Schedule 4.28.  Each agreement is the legal, valid, binding
obligation of the parties thereto, enforceable against each party.  No party to any agreement is in material
breach or default, and no event has occurred that with notice or lapse of time
would constitute a material breach or default, or permit termination,
modification, or acceleration, under the agreement.  Consummating the transactions contemplated by
this Agreement and the other Documents will not cause Vintacom or any
Subsidiary to be in breach of, or in default under, any of the Designated
Contracts.


 


4.29         Title
to Assets.  Except for Approved
Liabilities, each of Vintacom and each Subsidiary possesses and has good and
marketable title to their respective assets (including all Owned Property,
Owned Property Leases, and Tangible Personal Property) including all assets
acquired since December 31, 2004 free and clear of any Liens.


 


4.30         Spyware/Adware.  To the Knowledge of Vintacom, it is not aware
of any complaints existing as of the Closing Date of “adware,” “spyware” or “cookie
stuffing” arising from or related to services performed by Vintacom that have
not otherwise been resolved and no


 


27





















 


set of circumstances or
practices exist that could give rise to a complaint.  Vintacom and each Subsidiary has a “zero
tolerance” policy regarding “adware,” “spyware” and “cookie stuffing” and takes
commercially reasonable steps to investigate the practices regarding these
activities by each of its Affiliates, and immediately terminates any Affiliate
which Vintacom believes is violating the zero tolerance policy.


 


4.31         Material
Information.  All information
concerning Vintacom and each Subsidiary provided by Vintacom and the
Shareholders to THK is true and correct.


 


4.32         Transferred
Information Notice.   Vintacom and
each Subsidiary has provided all necessary notices to, and has obtained all
necessary consents from, each individual to which the Transferred Information
relates for the collection, use of such information for the purposes and in the
manner as currently and as historically collected, used and disclosed by
Vintacom and its Subsidiaries, and for the completion of the transactions
contemplated by this Agreement.  Vintacom
acknowledges that the Transferred Information does not include any Personal
Information that does not solely and directly relate to the continuation of the
Business from and after the Closing date or the completion of the transactions
contemplated by this Agreement.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES OF

THK AND VINTACOM ACQUISITION


 


In order to induce the Shareholders and Vintacom to enter into this
Agreement and to consummate the transactions contemplated hereby, THK and
Vintacom Acquisition represent and warrant as of the Closing Date to each of
the Shareholders and Vintacom as follows:


 


5.1           Organization
and Qualification.  Each of THK and
Vintacom Acquisition is a corporation or unlimited liability company, as the
case may be, duly organized, validly existing and in good standing under the
laws of its respective state or province of incorporation or organization with
full power and authority to own, lease and operate its properties and to
conduct its business as now conducted except where failure to be so organized,
existing and in good standing would not reasonably be expected to have a
Material Adverse Effect on THK or Vintacom Acquisition.  Each of THK and Vintacom Acquisition is duly
qualified or licensed as a foreign corporation or unlimited liability
corporation in each of the jurisdictions listed on Schedule 5.1
which are the only jurisdictions in which the failure to be so licensed or
qualified could have a Material Adverse Effect on THK or Vintacom
Acquisition.  Each of THK and Vintacom
Acquisition has made available to the Shareholders and Vintacom true, complete
and correct copies of its Articles of Incorporation, and bylaws or other organizational
documents each as amended to date.  All
of the issued and outstanding shares of capital stock of, or other equity
interests in, Vintacom Acquisition are (a) duly authorized, validly
issued, fully paid, non-assessable, (b) owned, directly or indirectly, by
THK free and clear of all Liens, and (c) free of any restriction,
including, without limitation, any restriction which prevents the payment of
dividends to THK, or otherwise restricts the right to vote, sell or otherwise
dispose of such capital stock or other ownership interest other than
restrictions under the Securities Act and state securities laws.


 


28





















 


5.2           Capital
Structure.  The authorized capital
stock of THK consists of (a) 100,000,000 shares of THK Common Stock and (b) 5,000,000
shares of “blank check” Preferred Stock, 500,000 shares of which have been
designated “Series One Preferred Stock.” 
(“THK Preferred Stock”). 
As of December 2, 2005: (1) 33,625,910 shares of THK Common
Stock were issued and outstanding, (2) no shares of THK Preferred Stock
were issued or outstanding, and (3) 11,805,189 shares of THK Common Stock
were duly reserved for future issuance pursuant to warrants or options issued
or granted by THK.  All outstanding
shares of THK Common Stock are, and all shares of THK Common Stock to be issued
in connection with the consummation of the transactions contemplated by this
Agreement will be, when issued in accordance with the terms hereof, duly
authorized, validly issued, fully paid and non-assessable, and not subject to,
or issued in violation of, any kind of preemptive, subscription or any kind of
similar rights.  There are no bonds,
debentures, notes or other Indebtedness of THK having the right to vote (or
convert into securities having the right to vote) on any matters on which
stockholders of THK may vote. Except as described on Schedule 5.2(a) hereof,
there are no outstanding securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind (contingent
or otherwise) to which THK is a party or bound obligating THK to issue, deliver
or sell, or cause to be issued, delivered or sold, additional shares of capital
stock or other voting securities of THK or obligating THK to issue, grant,
extend or enter into any agreement to issue, grant or extend any security,
option, warrant, call, right, commitment, agreement, arrangement or
undertaking.  Except as set forth on Schedule 5.2(b) neither
THK nor Vintacom Acquisition is subject to any obligation or requirement to
provide funds for, or to make any investment (in the form of a loan or capital
contribution) to, or in, any Person. All of the issued and outstanding shares
of THK Common Stock were issued in compliance in all material respects with all
applicable federal and state securities laws.


 


5.3           Authorization;
Enforceability.  Each of THK and
Vintacom Acquisition has the corporate power and authority to execute, deliver
and perform their respective obligations under this Agreement and the other
Documents to which it or they are a party. The execution, delivery and
performance of this Agreement and the other Documents to which it or they are a
party and the consummation of the transactions contemplated herein and therein
have been duly authorized and approved by the board of directors of THK and the
board of directors and shareholders of Vintacom Acquisition, and no other
action by either entity or its shareholders is necessary to consummate the
transactions contemplated by this Agreement and the other Documents.  This Agreement and each of the other
Documents to be executed and delivered by each of THK and Vintacom Acquisition
have been duly executed and delivered by, and constitute the legal, valid and binding
obligations of, each of them, enforceable against each of them, in accordance
with their terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditor rights generally or by general equity principles (regardless
of whether enforcement is sought in a proceeding in equity or at law).


 


5.4           No
Violation or Conflict.  None of (a) the
execution and delivery by THK and Vintacom Acquisition of this Agreement and
the other Documents to be executed and delivered by each of THK and Vintacom
Acquisition, (b) consummation by each of THK and Vintacom Acquisition of
the transactions contemplated by this Agreement and the other Documents, or (c) the
performance of this Agreement and the other Documents required by this
Agreement to be executed and delivered by each of THK and Vintacom Acquisition
at the Closing, will (1)


 


29





















 


conflict with or violate the
articles of incorporation, bylaws or any organizational documents of any of
them, (2) conflict with or violate any Law, Order or Permit applicable to
any of them or by which their properties are bound or affected, or (3) result
in any breach or violation of, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or impair the
rights of THK or Vintacom Acquisition or alter the rights or obligations of any
third party under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of any Lien on any
of the properties or assets of either THK or Vintacom Acquisition except in the
case of clause (2) or (3) above, for any breach, violation, default
or other occurrence that would not individually or the aggregate, have a
Material Adverse Effect on THK or Vintacom Acquisition.


 


5.5           Governmental
Consents and Approvals.  Except for a
supplemental listing application to be filed with the American Stock Exchange,
the execution, delivery and performance of this Agreement and the other
Documents by each of THK and Vintacom Acquisition do not and will not require
any consent, approval, authorization, Permit or other order of, action by,
filing with or notification to, any Governmental Authority.


 


5.6           Litigation.  There is no suit, action, arbitration, claim,
governmental or other proceeding before any Governmental Authority pending or,
to the Knowledge of THK, threatened, against, relating to or affecting THK or
Vintacom Acquisition before any Court, Governmental Authority, or any
arbitrator or mediator that would have a Material Adverse Effect on THK or
Vintacom Acquisition.  Neither THK nor
Vintacom Acquisition is subject to any Order, including but not limited to any
Order which prohibits or restricts the consummation of the Transactions.


 


5.7           Brokers.  Neither THK nor Vintacom Acquisition has
employed any financial advisor, broker or finder, and neither THK nor Vintacom
Acquisition has incurred, and will not incur, any broker’s, finder’s,
investment banking or similar fees, commissions or expenses in connection with
the transactions contemplated by this Agreement, other than any fees which THK
elects to pay to Michael Jenkins.


 


5.8           Material
Information.  All material
information concerning THK and Vintacom Acquisition has been made available to
the Shareholders and Vintacom, including notice that THK’s financial statements
should not be relied upon and shall be restated as more fully disclosed on the Form 8-K/A
filed by THK with the SEC on November 22, 2005.


 


5.9           AMEX
Listing.  THK Common Stock is
currently listed for trading on the American Stock Exchange.


 


ARTICLE VI


 


CLOSING DELIVERIES AND POST CLOSING COVENANTS


 


6.1           Vintacom/Shareholder
Deliveries. At the Closing, Vintacom and the Shareholders, to the extent
applicable, shall take the following actions:


 


(a)           Vintacom
shall deliver to THK, in a form reasonably satisfactory to THK, an affidavit of
Vintacom, issued pursuant to and in compliance with Treasury Regulations


 


30





















 


Sections 1.897-2(h) and
1.1445-2(c)(3) and dated as of the Closing Date, certifying that an
interest in Vintacom is not a U.S. real property interest within the meaning of
Section 897 of the Code;


 


(b)           (1) Each
Shareholder shall convey, give, grant, assign and transfer to Vintacom
Acquisition, certificates representing each share of Vintacom Capital Stock
owned, directly or beneficially, by the Shareholder, each duly endorsed and in
form for transfer acceptable to Vintacom Acquisition and Vintacom; (2) any
and all right, title, and interest of any nature whatsoever that each
Shareholder may have in, or to, the ownership, or use, of any and all
Intellectual Property used in or associated with Vintacom or any Subsidiary or
the Business or any other internet related business activities or interests
owned by the Shareholders and not otherwise transferred to Vintacom prior to
the Closing; provided, however, Kim Eykelboom shall not be
required to transfer any interest in Viral Productions, and Brad Hogg shall not
be required to transfer any interest in Precision Play Media and any of its
wholly owned subsidiaries, or in Estate Brewing Supplies, provided that Brad
Hogg hereby represents and warrants that his interest in Estate Brewing
Supplies is that of a passive investor;


 


(c)           All
of the Shareholders shall convey, give, grant, assign and transfer to Vintacom
Acquisition, any and all right, title and interest of any nature whatsoever,
legal or beneficial, active or passive, that the Shareholders may have in, or
to any other Person, business or “website” involving the sale or provision of
information, goods or services over the Internet other than Kim Eykelboom’s
interest in Viral Productions or any Intellectual Property or domain name owned
exclusively by Viral Productions, and Brad Hogg’s interest in Precision Play
Media (or any wholly owned subsidiary of Precision Play Media), Estate Brewing
Supplies or any Intellectual Property or domain name owned exclusively by
Precision Play Media or Estate Brewing Supplies, it being expressly
acknowledged and agreed by the Shareholders that it is the intent of the
Parties and of this Agreement that, except as aforesaid, following the
transactions contemplated by this Agreement the Shareholders’ only business of
any nature whatsoever involving the Internet, will be their respective
employment with, and interest in, THK;


 


(d)           Each
of Brad Hogg, Terry Schultz, Kelly Oltean and Mike Baldock shall execute and
deliver the employment agreements set forth in on Schedule 6.1(d) (i)-(iv) hereto;


 


(e)           Each
Shareholder shall execute and deliver the Registration Rights Agreement in the
form set forth in Exhibit A hereto and the Side Letter Agreement in
the form set forth in Exhibit C hereto;


 


(f)            Vintacom
shall deliver a budget of operations for the time period from the Closing Date
through December 31, 2005 with at least the amount of detail as requested
by THK and which shall be mutually acceptable to THK and Brad Hogg;


 


(g)           Vintacom
shall deliver to THK, the Audited Financials prepared in accordance with GAAP,
and accompanied by a signed, unqualified opinion of Blackman Kallick
Bartelstein LLP, and the Unaudited Financials all acceptable to THK in its
Discretion


 


(h)           Vintacom
shall cause Miller Thomson LLP to deliver an opinion, dated the Closing Date,
substantially set forth in the form attached as Schedule 6-1(h);


 


31





















 


(i)            Vintacom
shall deliver the executed “Option Cancellation Agreement” set forth on Schedule 6.1(i) hereto;


 


(j)            Each
Shareholder shall execute and deliver that certain Shareholder Representative
Agreement, appointing Brad Hogg as Shareholder Representative, in the form set
forth in Exhibit B, hereto;


 


(k)           Vintacom
shall deliver all corporate minute books and all records, including the Stock
Ledger, relating to Vintacom and each Subsidiary to THK;


 


(l)            Vintacom
shall deliver proof of payment of all amounts due any advisor or agent retained
by Vintacom, any Subsidiary or any Shareholder in connection with the
transactions contemplated by this Agreement including but not limited to Miller
Thomson LLP and Dorsey & Whitney LLP;


 


(m)          Vintacom
shall deliver a copy of the resolutions duly, validly and unanimously adopted
by the board of directors and Shareholders of Vintacom, certified by the corporate
secretary, authorizing and approving the execution, delivery and performance of
this Agreement and the other Documents and the transactions contemplated hereby
and thereby;


 


(n)           Vintacom
shall deliver an Officer’s Certificate containing:


 


(1)           a certificate of
incumbency for Vintacom and each Subsidiary, listing all the directors and
officers of Vintacom and each Subsidiary as at the Closing Date;


 


(2)           a certified copy of the
articles of incorporation and by-laws of Vintacom and each Subsidiary, together
with all amendments thereto; and


 


(3)           a representation that
all necessary corporate action has been taken by Vintacom to authorize the
entrance into this Agreement and the other Documents and the consummation of
the transactions contemplated thereby;


 


(o)           Vintacom
shall deliver a certificate by the Registrar of Corporations for the Province
of Alberta certifying the existence and good standing of Vintacom and each
Subsidiary under the laws of the Province of Alberta, dated as of a date no
earlier than two weeks prior to the Closing Date;


 


(p)           Vintacom
shall deliver all written assignments or consents to the assignment of any
Contracts, Governmental Approvals, Permits, approvals or authorizations
required as a result of the transactions contemplated by this Agreement and the
other Documents;


 


(q)           Vintacom
shall deliver a resignation and release, in form and substance satisfactory to
THK from each director and officer of Vintacom and each Subsidiary and from
each shareholder, for any and all Claims of any Nature against Vintacom or any
Subsidiary;


 


(r)            to
the extent provided for under law, certificates or other writings issued by any
Governmental Authority evidencing that all applicable franchise Taxes have been
paid;


 


32





















 


(s)           Vintacom
shall deliver bank statements evidencing that, as of the Closing Date, cash on
deposit in accounts maintained by Vintacom (including restricted accounts) is
not less than $250,000;


 


(t)            Brad
Hogg shall grant to THK an option to purchase Brad Hogg’s interest in Precision
Play Media, in the form attached hereto as Exhibit D, and


 


(u)           such
other certificates or documents as THK or Vintacom Acquisition may reasonably
require.


 


6.2           THK/Vintacom
Acquisition Deliveries. At the Closing, THK and Vintacom Acquisition, to
the extent applicable shall take the following action:


 


(a)           THK
shall deliver the aggregate Cash Consideration described in Section 2.2,
shall deliver an irrevocable letter of instructions addressed to Colonial Stock
Transfer Co., in regard to the issuance and delivery to the Shareholders of the
Stock Consideration, and shall deliver the Escrowed Amount in accordance with
the terms of the Side Letter Agreement;


 


(b)           [reserved];


 


(c)           THK
shall cause Vintacom Acquisition to execute and deliver the employment
agreements set forth on Schedule 6.1(d) (i)-(iv) hereto;


 


(d)           THK
shall execute and deliver the Registration Rights Agreement set forth in Exhibit A
hereto and the Side Letter Agreement set forth in Exhibit C hereto;


 


(e)           [reserved];


 


(f)            THK
shall deliver a copy of the letter from the AMEX approving for listing the
Stock Consideration;


 


(g)           THK
shall deliver a copy of the resolutions duly, validly and unanimously adopted
by the board of directors of THK, certified by the corporate secretary of THK
authorizing and approving the reservation of sufficient shares of THK Common
Stock to permit THK to meet its obligations for the issuance of the Stock
Consideration, the shares of THK Common Stock that may form part of the
Additional Consideration and for future issuance pursuant to any warrants or
options contemplated by or issued in accordance with the terms of this
Agreement; and


 


(h)           THK
and Vintacom Acquisition shall deliver a copy of the resolutions duly, validly
and unanimously adopted by the board of directors of each of THK and Vintacom
Acquisition and by the Shareholders of Vintacom Acquisition certified by their
respective corporate secretary authorizing and approving the execution,
delivery and performance of this Agreement and the other Documents and the
transactions contemplated hereby and thereby.


 


33





















 


ARTICLE VII


 


EMPLOYMENT MATTERS


 


7.1           Current
Employees.  The aggregate annual base
salary of each person employed by Vintacom and the date such person’s
employment started shall be as set forth in the Employee Salary Letter attached
hereto as Schedule 7.1.  As
soon as practicable following the Closing, THK shall deliver options or
warrants, evidenced by certificates or agreements, to the individuals in the
amounts set forth on Schedule 7.1(b) hereto;


 


7.2           Management
of Vintacom Acquisition.  Brad Hogg,
as the President of Vintacom Acquisition, shall manage and control the
day-to-day operations of Vintacom Acquisition pursuant to the organizational
documents and bylaws of Vintacom Acquisition, but subject to the overall
control of the Board of Directors of Vintacom Acquisition. Without limiting the
generality of the foregoing:


 


(a)           Brad
Hogg, as the President of Vintacom Acquisition, shall have control over
day-to-day business operations of Vintacom Acquisition, including primary
authority regarding the hiring and firing of personnel, marketing strategy,
pricing and other product and service strategies; but


 


(b)           The
Board of Directors of Vintacom Acquisition shall establish and communicate to
Brad Hogg, as the President of Vintacom Acquisition, from time to time,
management controls representing policies established by such Board of
Directors; and that, without limiting the generality of the foregoing, neither
Vintacom Acquisition, nor any of its Subsidiaries may take or agree to take,
and Brad Hogg shall not cause, assist nor participate in any fashion in
Vintacom Acquisition, or any of its Subsidiaries taking or agreeing to take, any
of the following actions, without the prior express approving vote of the Board
of Directors of Vintacom Acquisition:


 


(1)           amend the articles of
incorporation or bylaws of Vintacom Acquisition;


 


(2)           wind-up, liquidate,
dissolve or reorganize Vintacom Acquisition, or adopt a plan or proposal
contemplating any of the foregoing;


 


(3)           approve the annual
budget of Vintacom Acquisition for any fiscal year, or approve any course of
action which is likely to cause Vintacom Acquisition to incur expenses or to
make capital expenditures in amounts materially different from the comments set
forth in the relevant budget;


 


(4)           elect or remove
corporate officers of Vintacom Acquisition;


 


(5)           change the base or
bonus compensation structure of any of the senior management level employees of
Vintacom Acquisition including the persons named on Schedule 7.1;


 


34





















 


(6)           enter into, modify or
terminate any Employment Agreements, severance agreements, profit sharing
plans, pension plans, or similar agreements with any employee of, or consultant
to, Vintacom Acquisition;


 


(7)           issue securities of
Vintacom Acquisition, including debt or equity securities, options, rights or
warrants, or any other securities which are convertible into or exchangeable
for shares of common or preferred stock of Vintacom Acquisition;


 


(8)           register any securities
of Vintacom Acquisition;


 


(9)           merge, consolidate or
combine Vintacom Acquisition with any other corporation, partnership or other
entity;


 


(10)         sell assets of Vintacom
Acquisition, other than in the ordinary course of business;


 


(11)         purchase, sell, lease,
acquire or dispose of stock or assets valued at $25,000 or more, including
acquiring another company, division or line of business (other than as provided
for in Vintacom Acquisition annual budget approved in accordance with this Section 7.2);


 


(12)         declare or pay any
dividends or any other distribution in respect of any securities of Vintacom
Acquisition, or redeem, acquire or retire any securities;


 


(13)         make, or commit to make,
during any fiscal year capital expenditures or enter into capital leases (other
than capital expenditures and capital leases provided for in Vintacom
Acquisition annual budget approved in accordance with this Section 7.2)
which, in the aggregate, exceed $25,000;


 


(14)         enter into any contract,
commitment or arrangement of any nature with any corporation, partnership or
other entity directly or indirectly owned or controlled by, or an Affiliate of,
any employee of Vintacom Acquisition, or by any relative of any employee of
Vintacom Acquisition;


 


(15)         create any committee of
the board of directors, or change a committee of the board of directors, of
Vintacom Acquisition;


 


(16)         borrow, issue bonds or
notes, or otherwise incur debt or guarantee any debt (other than accounts
payable incurred in the ordinary course of business, and any borrowing,
issuance of bonds or notes, or other debt or guarantees of any debt provided
for in Vintacom Acquisition’s annual budget approved in accordance with this Section 7.2);


 


(17)         mortgage, pledge, grant a
security interest, or otherwise encumber the assets of Vintacom Acquisition
(other than any mortgage, pledge, grant of security interest, or other
encumbrance provided for in Vintacom Acquisition annual budget approved in
accordance with this Section 7.2);


 


35





















 


(18)         initiate or settle any
lawsuit or arbitration proceeding involving Vintacom Acquisition, other than
actions to collect debts owed to Vintacom Acquisition;


 


(19)         retain independent
certified public accountants to audit the books and financial records of
Vintacom Acquisition in accordance with GAAP;


 


(20)         issue any press release
of any type without the prior written approval of the chief executive officer
of THK; or


 


(21)         take any action referred
to in clauses (1) through (20) above, inclusive, relating to any
subsidiary of Vintacom Acquisition.


 


ARTICLE VIII


 


ADDITIONAL CONSIDERATION


 


8.1           Additional
Consideration.  On the date set forth
below, THK shall pay to each Shareholder, the Additional Consideration (if any)
calculated in accordance with this Article VIII.


 


(a)           The
Additional Consideration shall mean and be equal to five times the positive
difference, if any, obtained when the Initial Pre-Tax Earnings is subtracted
from the product of four times the Average Quarterly Pre-Tax Earnings;


 


(b)           Any
Additional Consideration shall be paid to the Shareholders in the same
proportion as the Initial Consideration paid pursuant to Section 2.2
hereof;


 


(c)           (i) One-half
of any Additional Consideration shall be paid in cash; and (ii) one-half
shall be paid in shares of THK Common Stock. 
The number of shares to be issued will be equal to the quotient obtained
by dividing fifty percent (50%) of the Additional Consideration by the
Measurement Date FMV as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like occurring after the Closing
Date but before the end of the Measurement Period.


 


(d)           Any
Additional Consideration payable to the Shareholders hereunder shall be paid no
later than ten days after THK files with the Securities and Exchange
Commission, its quarterly report on Form 10-Q or 10-QSB or annual report
on Form 10-K or 10-KSB for the first quarter ended after the Measurement
Period.


 


(e)           Any
fractional shares resulting from any of the calculations required by this Article VIII
shall be rounded up to the nearest whole number.


 


(f)            No
Shareholder shall have the right to demand payment of the Additional
Consideration other than in accordance with this Article VIII.  In addition, no Shareholder shall be entitled
to pledge, borrow or otherwise obtain the benefits of the Additional
Consideration until payment of the Additional Consideration is required to be
paid by THK.


 


8.2           Additional
Covenants.  THK and Vintacom
Acquisition agree that during the Measurement Period Vintacom Acquisition shall
not:


 


36





















 


(a)           move
or relocate all or a material portion of the operations of Vintacom
Acquisition, any of its Subsidiaries or the Business from Edmonton, Alberta,
Canada;


 


(b)           make
any direct or indirect sale or transfer of substantially all of the Business or
ownership interests of Vintacom Acquisition; and


 


(c)           merge
any other Person into Vintacom Acquisition, or cause Vintacom Acquisition to
acquire substantially all of the assets of any other Person, without the
written consent of Brad Hogg.


 


ARTICLE IX


 


INDEMNIFICATION


 


9.1           Survival
of Representations and Warranties. 
Notwithstanding any other term of this Agreement or any other Document,
the representations, warranties, covenants and indemnities contained in this
Agreement shall survive, and for greater certainty will in no event merge on
the Closing Date, until the expiration of the applicable statute of limitation
(with extensions).  No claim for the
recovery of Losses based upon a breach of a representation, warranty or
covenant will be barred if the statute of limitation applicable to the claim
has expired; provided that if more than one statute of limitation is applicable
to the claim or claims, the claim or claims will only be barred by the statute
if the time for bringing any claim has expired under each applicable
statute.  Notwithstanding anything to the
contrary herein; claims made in good faith for Losses first asserted in
writing, but before the filing of a formal complaint, by the party or parties
seeking indemnification as provided in this Article IX within the
applicable period shall not thereafter be barred.


 


9.2           Indemnification.


 


(a)           Subject
to (c) below, the Shareholders agree to jointly and severally fully and
forever indemnify and hold harmless THK and its Affiliates including Vintacom
and Vintacom Acquisition, and each of their respective successors and assigns,
together with all of their officers, directors, employees or agents from and
against any and all losses, damages, Liabilities, obligations, costs or
expenses, including reasonable attorneys’ fees and disbursements, (any one such
item being herein called a “Loss” and all such items being herein
collectively called “Losses”) which are caused by or arise out of (1) any
breach or default in the performance by any Shareholder or Vintacom of any
obligation contained in or contemplated by this Agreement or any Document, or (2) any
material breach by Vintacom or any Shareholder of a representation or warranty
contained in this Agreement, including any schedule or Document delivered
to THK pursuant hereto or in any certificate or other instrument delivered by
or on behalf of the Shareholders or Vintacom pursuant hereto.


 


(b)           Subject
to (c) below, THK agrees to indemnify and hold harmless the Shareholders
and their respective successors and assigns, from and against any and all
Losses which are caused by or arise out of (1) any default in the
performance by THK or Vintacom Acquisition of any obligation of THK contained
in, or contemplated by, this Agreement, or (2) any material breach of a
representation and warranty made by THK or Vintacom Acquisition.


 


37





















 


(c)           No
amount of Loss or Losses shall be payable by any indemnifying party pursuant to
Section 9.2(a), in the case of Vintacom or the Shareholders, or
pursuant to Section 9.2(b), in the case of THK, unless the
aggregate amount of the Loss or Losses that are indemnifiable exceeds $50,000
and provided further that if the aggregate amount of all Losses exceed $50,000,
only the Losses above $50,000 shall be indemnifiable hereunder provided that
the minimum threshold shall not apply to Losses arising out of, resulting from
or incident to breaches of representations and warranties set forth in Section 4.7
(Capital Structure), 4.23 (Receivables) 4.25 (Brokers), 4.26 (Cash/Banks and
Brokerage Accounts) and 4.27 (Indebtedness) or any failure by THK to satisfy
its obligations to pay the Purchase Price under Sections 2.2 and 8.1.


 


(d)           If
an indemnified party recovers a Loss or Losses from an indemnifying party
hereunder, the indemnifying party shall be subrogated, to the extent of the recovery,
to the indemnified party’s rights against any third party with respect to the
Loss or Losses subject to the subrogation rights of any insurer providing
insurance coverage under one of the indemnified party’s policies and except to
the extent that the grant of subrogation rights to the indemnifying party is
prohibited by the terms of the applicable insurance policy.


 


(e)           The
amount of any Loss or Losses owed to any indemnified party hereunder shall be
net of any insurance, indemnity, contribution or other payments or recoveries
of a like nature with respect thereto actually recovered by the indemnified
party and the indemnified party shall reimburse the indemnifying party for any
amounts so recovered and previously advanced by the indemnifying party.


 


(f)            Each
party hereby acknowledges and agrees that, from and after the Closing and
except for claims seeking equitable relief, its sole remedy relating to the
covenants, representations and warranties contained herein and the transactions
contemplated by this Agreement and the other Documents, shall be pursuant to
the indemnification provisions of this Article IX.  In furtherance of the foregoing, each party
hereby waives, to the fullest extent permitted by applicable Law, any and all
other rights, claims, and causes of action it may have against the other
parties or their respective representatives and affiliates relating to the
transactions contemplated by this Agreement and the other Documents, other than
claims seeking equitable relief or for, or in the nature, of fraud.


 


(g)           Any
indemnified party seeking indemnification hereunder shall give the indemnifying
party, a notice describing in reasonable detail the facts giving rise to the
claim for indemnity, an estimate of the Loss including reasonable detail on the
assumptions used to calculate the Loss and a summary of the relevant provisions
of any agreement, document or instrument executed pursuant hereto or in
connection herewith upon which the claim is based.  After giving the required notice, the amount
of indemnification to which an indemnified party shall be entitled under this Article IX
shall be determined by the written agreement between the indemnified party and
the indemnifying party or by a final judgment or decree of any Court of
competent jurisdiction.


 


(h)           No
indemnified party shall be entitled to recover from any indemnifying party for
any Loss any amount in excess of the actual damages suffered by such
indemnified party.  THK, Vintacom
Acquisition, Vintacom and the Shareholders waive any right to recover


 


38





















 


punitive, special, exemplary,
incidental and consequential damages or for any loss of profit or anticipated
profit, nor shall any indemnified party be entitled to recover for any amount recovered
by it pursuant to any insurance policy.


 


9.3           Third
Party Claim.  If any third person
asserts a claim against an indemnified party hereunder that, if successful,
might result in a claim for indemnification against any indemnifying party
hereunder, the indemnifying party shall be given prompt written notice thereof
and shall have the right (a) to participate in the defense thereof and be
represented, at its own expense, by advisory counsel selected by it, and (b) to
approve any settlement if the indemnifying party is, or will be, required to
pay any amounts in connection therewith. 
Notwithstanding the foregoing, if within ten Business Days after
delivery of the indemnified party’s notice described above, the indemnifying
party indicates in writing to the indemnified party that, as between the
parties, the claims shall be fully indemnified for by the indemnifying party as
provided herein, then the indemnifying party shall have the right to control
the defense of the claim, provided that the indemnified party shall have the
right (1) to participate in the defense thereof and be represented at its
own expense by advisory counsel selected by it, and (2) to approve any
settlement if the indemnified party’s interests are, or would be, affected
thereby, which approval shall not be unreasonably withheld, conditioned or
delayed.


 


ARTICLE X


 


TAX MATTERS


 


10.1         Tax
Returns.


 


(a)           Subject
to Section 10.1(b) and Section 10.1(c), the
Shareholders shall prepare and file or cause to be filed when due (taking into
account all extensions properly obtained) all Tax Returns that are required to
be filed by or with respect to Vintacom for taxable years or periods ending on
or before the Closing Date.  To the
extent the obligations of Vintacom for Taxes arising in relation to such Tax
Returns have not been accrued as a liability of Vintacom or any Subsidiary as
of the Closing Date, then the Shareholders shall remit or cause such Taxes to
be remitted.  THK shall prepare and file
or cause to be filed when due (taking into account all extensions properly
obtained) all Tax Returns that are required to be filed by or with respect to
Vintacom and each Subsidiary for taxable years or periods ending after the
Closing Date and THK shall remit or cause to be remitted any Taxes due in respect
of such Tax Returns.


 


(b)           From
and after the Closing, the Shareholders shall jointly and severally fully and
forever indemnify THK, pursuant to, but not subject to the limitations set
forth in, Article IX, for all (1) Taxes imposed on Vintacom
and each Subsidiary for any taxable year or period, or portion thereof, that
ends on or before the Closing Date to the extent those obligations have not
been accrued as a liability as of the Closing Date and (2) Taxes of any
Person (other than Vintacom) imposed on Vintacom or any Subsidiary as a
transferee or successor, by contract or pursuant to any requirement of laws,
which Taxes relate to an event or transaction occurring on or before the
Closing Date.  In the case of any taxable
period that includes (but does not end on) the Closing Date (a “Straddle
Period”), the Taxes of Vintacom or any Subsidiary (or Taxes for which
Vintacom, or any Subsidiary, is liable) for the portion of the period ending on
the


 


39





















 


Closing Date (for which the
Shareholders are liable) shall be determined based on an interim closing of the
books as of the close of business on the Closing Date (and for this purpose,
the taxable period of any partnership or other pass-through entity in which Vintacom,
or any Subsidiary, holds a beneficial interest shall be deemed to terminate on
the Closing Date), except that the amount of any Taxes that are imposed on a
periodic basis and are not based on, or measured by, income or receipts shall
be determined by reference to the percentage that the number of days in the
portion of the period ending on the Closing Date bears to the total number of
days in the period beginning after the Closing Date.  The limitations on indemnity contained in Section 9.1(c) shall
not apply to the obligations set forth herein.


 


(c)           Notwithstanding
anything herein to the contrary, the Shareholders shall be liable for and shall
pay, and pursuant to Article IX shall jointly and severally fully
and forever indemnify THK and Vintacom Acquisition against, any real property
transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or
other similar Tax imposed on the transactions contemplated by this
Agreement.  The limitations on indemnity
contained in Section 9.1(c) shall not apply to the obligations
set forth herein.


 


(d)           None
of THK, Vintacom Acquisition and the Shareholders shall take a position on any
federal, provincial, state or local income Tax Return or in any proceeding
before any taxing authority with respect to these returns that is inconsistent
with the treatment of the transactions contemplated hereby as a taxable stock
purchase and sale.


 


10.2         Contest
Provisions.


 


(a)           THK
shall promptly notify the Shareholders in writing upon receipt by THK, Vintacom
Acquisition or any of their respective Affiliates of notice of any pending or
threatened federal, provincial, state, local or foreign Tax audits,
examinations or assessments which might affect the Tax liabilities for which
the Shareholders may be liable pursuant to Section 10.1 and Article IX.


 


(b)           The
Shareholders shall have the right to represent Vintacom’s interests in any Tax
audit or administrative or court proceeding relating to taxable periods ending
on or before the Closing Date, and to employ counsel of their choice at
Vintacom’s expense; provided, however, that the Shareholders
shall have no right to represent Vintacom’s interest in any Tax audit or
administrative or court proceeding unless any one or more of the Shareholders
shall have first notified THK in writing of such Shareholder or Shareholders’
(the “Indemnifying Shareholder”) intention to do so and shall have
agreed with THK in writing that, as between THK and the Indemnifying
Shareholders, the Indemnifying Shareholders shall be liable for any Taxes due
in respect of taxable years or periods ending on or before the Closing Date
that result from any audit or proceeding. 
Vintacom Acquisition and its representatives shall have the right to
fully participate at its expense in any audit or proceeding and to consent to
any settlement which affects a Tax period or Straddle Period ending after the
Closing Date.  THK shall have the sole
right to defend Vintacom with respect to any issue arising with respect to any
Tax audit or administrative or court proceeding relating to taxable periods
ending on or before the Closing Date to the extent THK shall have agreed in
writing to forego any indemnification under this Agreement with respect to the
issue.  Notwithstanding the foregoing,
the Indemnifying Shareholders shall not be entitled to settle, either
administratively or after the commencement of


 


40





















 


litigation, any claim for Taxes
which could adversely affect the liability for Taxes of THK, Vintacom or any
Affiliate thereof for any period after the Closing Date to any extent
(including, but not limited to, the imposition of income Tax deficiencies, the
reduction of asset basis or cost adjustments, the lengthening of any
amortization or depreciation periods, the denial of amortization or
depreciation deductions, or the reduction of loss or credit carryforwards)
without the prior written consent of THK, which consent may be withheld in the
Discretion of THK unless the Shareholders have indemnified THK in a manner
acceptable to THK against the effects of any such settlement.


 


10.3         Assistance
and Cooperation.  After the Closing
Date, each of the Shareholders and THK shall (and cause their respective
Affiliates to):


 


(a)           assist
the other party in preparing any Tax Returns which the other party is
responsible for preparing and filing in accordance with Section 10.1;


 


(b)           cooperate
fully in preparing for any audits of, or disputes with taxing authorities
regarding, any Tax Returns of Vintacom;


 


(c)           make
available to the other and to any taxing authority as reasonably requested all
information, records, and documents relating to Taxes of Vintacom;


 


(d)           provide
timely notice to the other in writing of any pending or threatened Tax audits
or assessments of Vintacom for taxable periods for which the other may have a
liability under this Article X;


 


(e)           furnish
the other with copies of all correspondence received from any taxing authority
in connection with any Tax audit or information request with respect to any
such taxable period;


 


(f)            timely
sign and deliver any certificates or forms necessary or appropriate to
establish an exemption from (or otherwise reduce), or file Tax Returns or other
reports with respect to, Taxes relating to sales, transfer and similar Taxes;


 


(g)           timely
provide, to the other, powers of attorney or similar authorizations necessary
to carry out the purposes of this Article X;


 


(h)           retain
all books and records with respect to Tax matters pertinent to Vintacom
relating to any taxable period beginning before the Closing Date until the
expiration of the statute of limitations (and, to the extent notified by the
other party, any extensions thereof) of the respective taxable periods, and to
abide by all record retention agreements entered into with any taxing authority;
and


 


(i)            give
the other party reasonable written notice prior to transferring, destroying or
discarding any such books and records and, if the other party so requests,
allow the other party to take possession of such books and records or obtain
copies of same.


 


41





















 


ARTICLE XI


 


MISCELLANEOUS


 


11.1         Notices.  All notes or other communications required or
permitted hereunder shall be in writing and shall be deemed given or delivered (i) when
delivered personally or be commercial messenger, (ii) one Business Day
following deposit with a recognized overnight courier service, provided deposit
occurs prior to the deadline imposed by the service for overnight deliver, (iii) when
transmitted, if sent by facsimile copy, provided confirmation of receipt is
received by sender and notice is sent by an additional method provided
hereunder, in each case above provided the communication is addressed to the
intended recipient thereof as set forth below:


 


	
  If to THK or
  Vintacom Acquisition to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CGI Holding
  Corporation d/b/a

  
	
   

  	
   

  	
  Think
  Partnership Inc.

  
	
   

  	
   

  	
  5 Revere
  Drive

  
	
   

  	
   

  	
  Suite 510

  
	
   

  	
   

  	
  Northbrook,
  IL 60062

  
	
   

  	
   

  	
  Attn: Gerard
  M. Jacobs

  
	
   

  	
   

  	
  Fax:
  847-562-0178

  
	
   

  	
   

  	
  email:
  gerry.jacobs@thinkpartnership.com

  
	
   

  	
   

  	
   

  
	
  With a copy
  to:

  	
   

  	
  Shefsky &
  Froelich Ltd.

  
	
   

  	
   

  	
  111 East
  Wacker Drive

  
	
   

  	
   

  	
  Suite 2800

  
	
   

  	
   

  	
  Chicago,
  Illinois 60601

  
	
   

  	
   

  	
  Attn:
  Michael J. Choate

  
	
   

  	
   

  	
  Fax:
  312-275-7554

  
	
   

  	
   

  	
  email:
  mchoate@shefskylaw.com

  
	
   

  	
   

  	
   

  
	
  If to the
  Shareholders, Vintacom or the Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Brad Hogg

  
	
   

  	
   

  	
  210 10335
  178 Street

  
	
   

  	
   

  	
  Edmonton,
  Alberta Canada

  
	
   

  	
   

  	
  T5S 1R5

  
	
   

  	
   

  	
  Fax:
  780-443-4883

  
	
   

  	
   

  	
  email:
  bhogg@vintacom.com

  
	
   

  	
   

  	
   

  
	
  With a copy
  to:

  	
   

  	
  Miller
  Thomson LLP

  
	
   

  	
   

  	
  2700,
  10155-102 Street

  
	
   

  	
   

  	
  Edmonton
  Alberta Canada

  
	
   

  	
   

  	
  T5G 4G8

  
	
   

  	
   

  	
  Attention:
  Joseph W. Yurkovich Q.C.

  
	
   

  	
   

  	
  Fax:
  780-424-5866

  
	
   

  	
   

  	
  email:
  jyurkovich@millerthomson.com

  



 


42





















 


11.2         Entire
Agreement.  This Agreement and the
other Documents embody the entire agreement and understanding between the
Parties with respect to the subject matter hereof and supersede all prior oral
or written agreements and understandings relating to the subject matter
hereof.  No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth in the
Documents shall affect, or be used to interpret, change or restrict, the
express terms and provisions of this Agreement.


 


11.3         Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective
successors, heirs, personal representatives, legal representatives, and
permitted assigns.


 


11.4         Assignment.  Neither this Agreement, nor any right
hereunder, may be assigned by any of the Parties without the prior written
consent of the other Parties.


 


11.5         Modifications
and Amendments.  The terms and provisions
of this Agreement may be modified or amended only by written agreement executed
by all Parties hereto.


 


11.6         Waivers.  The terms and provisions of this Agreement
may be waived, or consent for the departure therefrom granted, only by written
document executed by the Party entitled to the benefits of such terms or
provisions.  No waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any
other terms or provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.  No failure or delay by a Party in exercising
any right, power or remedy under this Agreement, and no course of dealing
between the Parties hereto, shall operate as a waiver of any the right, power
or remedy of the Party.  No single or
partial exercise of any right, power or remedy under this Agreement by a Party,
nor any abandonment or discontinuance of steps to enforce any right, power or
remedy, shall preclude any Party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder.  The election of any remedy by a Party shall
not constitute a waiver of the right of the Party to pursue other available
remedies.  No notice to or demand on a
Party not expressly required under this Agreement shall entitle the party
receiving notice or demand to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the Party giving
notice or demand to any other or further action in any circumstances without
notice or demand.


 


11.7         No
Third Party Beneficiary.  Except as
otherwise provided herein, nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any Person other than
the Parties and their respective heirs, personal representatives, legal
representatives, successors and permitted assigns, any rights or remedies under
or by reason of this Agreement. 
Notwithstanding the foregoing, the indemnified entities and persons
referred to in Article IX are expressly acknowledged to be third
party beneficiaries of this Agreement.


 


11.8         Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the


 


43





















 


economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party.  Upon determining that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable
manner so that the transactions contemplated hereby are fulfilled to the extent
possible.


 


11.9         Publicity.  Neither Vintacom nor the Shareholders shall
make, or cause to be made, any press release or public announcement in respect
of this Agreement or the transactions contemplated hereby or otherwise
communicate with any news media without the prior written consent of THK,
except as may be required by Law. Neither THK nor Vintacom Acquisition shall
make, or cause to be made, any press release or public announcement in respect
of this Agreement or the transactions contemplated hereby or otherwise communicate
with any news media without the prior written consent of the Shareholders,
except as required by Law or the rules and regulations of the American
Stock Exchange as determined by THK in its Discretion.


 


11.10       Governing
Law.  This Agreement and the rights
and obligations of the parties hereunder shall be construed in accordance with
and governed by the internal laws of the State of Illinois without giving
effect to the conflict of law principles thereof.


 


11.11       Counterparts;
Facsimile Signatures.  This Agreement
may be executed in any number of counterparts, either manually or via facsimile
or electronic transmission of signatures, each of which shall be deemed an
original but all of which together shall constitute one and the same agreement.


 


11.12       Headings.  The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.


 


11.13       Expenses.  Except as otherwise specified in this
Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall
be paid by the Party incurring the costs and expenses, whether or not the
Closing shall have occurred.


 


11.14       Further
Assurances.  At any time, and from
time to time, after the Closing Date each Party shall execute and deliver such
other instruments of sale, transfer, conveyance, assignment and confirmation as
may be reasonably requested in order to more effectively carry forth the terms
and conditions of this Agreement and the Documents.


 


11.15       Arbitration.  Any controversy, dispute or claim arising out
of, or in connection with, this Agreement shall be settled by final and binding
arbitration to be conducted by an arbitration tribunal in Chicago, Illinois,
pursuant to the rules of the American Arbitration Association.  The arbitration tribunal shall consist of one
arbitrator.  If the parties cannot agree
on the arbitrator, the office of the American Arbitration Association in
Chicago, Illinois shall make the necessary appointment.  The decision or award of the arbitrator shall
be final, and judgment upon the decision or award may be entered in any competent
court or application may be made to any competent court for judicial acceptance
of the decision or award and an order of


 


44





















 


enforcement.  Any procedural matter not covered by these rules shall
be governed by the procedural law of the State of Illinois. Notwithstanding
anything to the contrary herein, any party may apply to any court having
jurisdiction to enforce this Agreement to seek provisional injunctive relief so
as to maintain the status quo until the arbitration award is rendered or the
dispute is otherwise resolved.


 


11.16       Incorporation
by Reference.  Each Exhibit and
Schedule to this Agreement is hereby incorporated into this
Agreement by reference thereto, with the same legally binding force and effect
as if such Exhibit or Schedule were fully set forth
herein.


 


45





















 


IN WITNESS WHEREOF, the parties hereto have each executed and delivered
this Agreement as of the day and year first above written.


 


	
   

  	
  CGI HOLDING
  CORPORATION, d/b/a THINK

  PARTNERSHIP INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard
  M. Jacobs

  	
   

  
	
   

  	
  Name:

  	
  Gerard M.
  Jacobs

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VINTACOM
  ACQUISITION, ULC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard
  M. Jacobs

  	
   

  
	
   

  	
  Name:

  	
  Gerard M.
  Jacobs

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VINTACOM
  HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brad
  Hogg

  	
   

  
	
   

  	
  Name:

  	
  Brad Hogg

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brad
  Hogg

  	
   

  
	
   

  	
  Name:

  	
  Brad Hogg

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHAREHOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Brad
  Hogg

  	
   

  
	
   

  	
   

  	
  BRAD HOGG

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kim
  Eykelbloom

  	
   

  
	
   

  	
   

  	
  KIM
  EYKELBLOOM

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mike
  Baldock

  	
   

  
	
   

  	
   

  	
  MIKE BALDOCK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Terry
  Schultz

  	
   

  
	
   

  	
   

  	
  TERRY
  SCHULTZ

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jeff
  Hogg

  	
   

  
	
   

  	
   

  	
  JEFF HOGG

  	
   

  



 


46





















 


Vintacom
Disclosure Schedules


 


These schedules are provided pursuant to that Agreement among CGI
Holding Corporation (d/b/a Think Partnership Inc.), Vintacom Acquisition
Company, ULC, Vintacom Holdings Inc., and the Shareholders of Vintacom Holdings
Inc. dated December 2, 2005 (the “Agreement”).


 


All matters disclosed herein, and each of the warranties, covenants and
representations given or made by the Vendors, or any of them, shall each be
read as having been made and having been given subject to the information,
exceptions, qualifications and limitations set out in the entirety of these
Schedules, notwithstanding a specific reference to one or more sections of the
Agreement in each schedule.


 


Schedule 3.5:


 


The Transferred Information is comprised of the general employee
information previously provided to THK in that certain letter dated December 2,
2005 (the “Letter”), and maintained by Vintacom Media Group Inc., being years
of service, remuneration and general employment terms.


 


Schedule 4.1:


 


Vintacom is an Alberta corporation, incorporated under Alberta Business Corporations Act, and is not registered
extra-provincially in any foreign jurisdiction.


 


Schedule 4.2:


 


Section 4.2(a):


 


The Subsidiaries of Vintacom are:


 


1.     Vintacom
Media Group Inc. (incorporated under Alberta Business
Corporations Act);


 


2.     Vintacom
Software Systems Inc. (incorporated under Alberta Business
Corporations Act);


 


3.     Vintacom
Internet Services Inc. (incorporated under Alberta Business
Corporations Act);


 


4.     Intipro
Dating Inc. (incorporated under Alberta Business Corporations Act);


 


5.     Relationship
Exchange Holdings Ltd. (incorporated under Alberta Business
Corporations Act); and


 


6.     Relationship
Exchange Limited, previously Relationship Exchange Company, being a subsidiary
of Relationship Exchange Holdings Ltd. (originally incorporated as an unlimited
liability company under Nova Scotia Companies Act,
but converted to normal company and subsequently exported and continued under
the Alberta Business Corporations Act as at August 23,
2005).


 


47





















 


Section 4.2(b):


 


The Subsidiaries are not registered extra-provincially in any foreign
jurisdiction.


 


Schedule 4.6:


 


Notification of the completion of the transaction must be provided by
the non-resident purchaser within 30 days of closing, pursuant to the
provisions of the Investment Canada Act.


 


Schedule 4.7:


 


Provided in the Letter. .


 


Schedule 4.8:


 


Attached are: (a) the audited consolidated financial statements
for Vintacom Holdings Inc. as of December 31, 2004 attached as Schedule 4.8.1;
and (b) the unaudited consolidated financial statements of Vintacom
Holdings Inc. for the six (6) month period ended June 30, 2005
attached as Schedule 4.8.2.


 


Schedule 4.9:


 


No changes in the ordinary course of conduct of Businesses or Material
Adverse Effect since Dec 31/04, except for the following:


 


Vintacom Media Group Inc. (“Vintacom”) has
received a Goods and Services Tax (“GST”) reassessment in respect of the period
from January 1, 2002 to December 31, 2004, and has also received
income tax reassessments for the periods ending December 31, 2003 and December 31,
2004.  Details of all such matters have
been provided to THK.


 


In all other respects, operations conducted during 2005 are materially
consistent with operations conducted as at the end of the period covered by the
Financial Statements.


 


Schedule 4.10:


 


Section 4.10(a): Nil


 


Section 4.10(b): Real property under lease or license (no real
property is owned by Vintacom) is set out in the Letter.


 


Section 4.10(c): Nil


 


48





















 


Schedule 4.11:


 


A true, correct and complete list of all Tangible Personal Property
owned by Vintacom or any Subsidiary was previously provided under Schedule F,
Due Diligence.


 


List of Leased Personal Property:


 


Vintacom has previously delivered to THK true, correct and complete
list of all Tangible Personal Property leased by Vintacom or any Subsidiary
under Schedule G, Due Diligence, and copies of such agreements.


 


Schedule 4.13:


 


Details are set out in the Letter.


 


Schedule 4.14:


 


Details provided in the Letter.


 


Schedule 4.15:


 


Details provided in the Letter.


 


Schedule 4.16:


 


Section 4.16(a):


 


Employee names, titles, compensation and years of service have been
provided in the Letter.


 


Section 4.16(b):


 


The Audited Financials do not accrue vacation time for employees or
internal contractors (this is exhausted annually by most employees, and
balances remaining are not carried forward, provided that statutory minimums
will generally be paid out).  In
practice, all vacation time is generally exhausted. Vacation entitlements are
as follows:


 


(a): Staff
less than 2 years service:  The current
plan provides 10 vacation days plus 5 sick days plus 3 additional paid days,
provided staff cannot take more than 10 consecutive days without supervisor
approval.


 


(b): Staff more than 2 years: Same as above,
but 15 (instead of 10) vacation days and 5 (instead of 3) additional days, and
employees and cannot take more than 15 consecutive days without supervisor
approval.


 


No other employee benefits, as of closing, will be accrued or owing.


 


49





















 


Section 4.16(c):


 


Details were provided in the Letter.


 


Section 4.16(d):


 


Details provided in the Letter.


 


Schedule 4.19:


 


Section 4.19(a)(1):
Direct or indirect interests in any competitor, supplier or customer of
Vintacom:


 


1. Brad Hogg will have an interest as
shareholder in Precision Play Media Inc.


 


2. Kim Eykelboom is the sole shareholder of
Viral Productions Inc., owner of “Coupleme.com” and various other web dating
properties owned by that corporation which are currently administered under a
services agreement with Relationship Exchange Company.


 


Section 4.19(a)(2):
Direct or indirect interests in any assets of Vintacom: Details provided in the
Letter.


 


Section 4.19(a)(3):
Indebtedness to Vintacom: Details provided in the Letter.


 


Section 4.19(b):
Indebtedness by Vintacom to officer, director, shareholder or their affiliates:
Details provided in the Letter.


 


Schedule 4.20:


 


Current litigation:  Details
provided in Letter.


 


GST/income reassessments by Canada Revenue Agency, as detailed above.


 


Schedule 4.21:


 


Details provided in Letter.


 


50





















 


Schedule 4.25:


 


Nil.


 


Schedule 4.26:


 


Banking Relationships: Details provided in Letter.


 


Schedule 4.28:


 


Material contracts: Details provided in Letter.


 


Section 4.28(j): Powers of attorney:  None


 


Section 4.28(k): Capital expenditures in excess of $10,000:  No contracts currently in place, but
anticipated Dell purchase contract to be finalized after closing as per budget
supplied.


 


Section 4.28(l): Loans to other Persons in excess of $10,000: As
at Closing, nil


 


Schedule 7.1:


 


See Schedule 4.16(a) above.


 


51