Prepared by MERRILL CORPORATION









Exhibit 10.11




 




AGREEMENT AND PLAN OF MERGER




 




                THIS

AGREEMENT AND PLAN OF MERGER (“Agreement”) is entered into this 30th

day of August, 2001 by and between (a) Hispanic Television Networks, Inc., a

Delaware corporation (“HTVN”), and Cubico.com Acquisition, Inc., a Delaware

corporation to be formed and to be a wholly-owned subsidiary of HTVN (the

“Subsidiary”), on the one hand, and (b) Cubico.com, Inc., a California

corporation (“Cubico”), and Hector Saldaña and Luis Saldaña, each a shareholder

of Cubico (referred to hereinafter singly as a “Shareholder” and collectively

as the “Shareholders”), on the other hand.




 




RECITALS:




 




                WHEREAS,

the parties desire to merge Cubico with and into the Subsidiary (with the

Subsidiary being the surviving corporation), upon the terms and subject to the

conditions set forth in this Agreement;




 




AGREEMENT:




 




                NOW,

THEREFORE, in consideration of the mutual covenants, agreements,

representations and warranties set forth herein and other valuable

consideration, the receipt, adequacy and sufficiency of which are hereby

acknowledged, the parties agree as follows:




 




ARTICLE 1




THE MERGER




 




                1.1           The Merger.  In accordance with the provisions of this

Agreement, at the Effective Time (as hereinafter defined), Cubico shall be

merged with and into the Subsidiary (the “Merger”), which shall be the

surviving corporation and shall continue its corporate existence under the laws

of the State of Delaware under the name “Cubico.com, Inc.” (the “Surviving

Corporation”) unimpaired and unaffected by the Merger.  The separate corporate existence of Cubico

shall cease at the Effective Time. 

Cubico and the Subsidiary are sometimes hereinafter collectively

referred to as the “Constituent Corporations.”




 




                1.2           Effective Time.  Unless the Agreement is terminated pursuant

to Section 10, the Merger shall become effective at the time of (a) the

acceptance of the filing of a Certificate of Merger with the Secretary of State

of Delaware in accordance with the provisions of the Delaware General

Corporation Law (the “DGCL”), and (b) the acceptance of the filing of an

Agreement of Merger with the Secretary of State of California in accordance

with the provisions of the California Corporation Code (the “CCC”).  Cubico and the Subsidiary agree to file the

aforementioned Certificate of Merger and Agreementof Merger at the time of the

Closing, as hereinafter defined.  The

date and time when the Merger shall become effective is referred to herein as

the “Effective Time.”




 




                1.3           Effect of the Merger.




 




                (a)           The Surviving Corporation shall,

without transfer, thereupon and thereafter possess all assets and property of

every description, and every interest therein, wherever located, and the rights

privileges, immunities, powers, franchises and authority, of a public as well

as of a private nature, and be subject to all of the restrictions,

disabilities, and duties of each of the Constituent Corporations, and all

obligations of or belonging to or due to either of the Constituent

Corporations, shall be vested in the Surviving Corporation without further act

or deed; all assets and property of every description, and every interest

therein, wherever located, and the rights privileges, immunities, powers,

franchises, and authority shall thereafter be the property of the Surviving

Corporation as effectively as when they were the property of the Constituent

Corporations, and the title to any real estate or any interest therein vested

in either of the Constituent Corporations shall not revert or in any way be

impaired by reason of the Merger; all rights of creditors and all liens upon

any property of the Constituent Corporations existing as of the Effective Time

shall be preserved unimpaired; and all debts, liabilities, and duties of the

Constituent Corporations shall thenceforth attach to the Surviving Corporation

and may be enforced against it to the same extent as if such debts,

liabilities, and duties had been incurred for or by it; and any action or

proceeding, whether civil, criminal, or administrative, pending by or against

either Constituent Corporation shall be prosecuted as if the Merger had not

taken place, or the Surviving Corporation may be substituted in any such action

or proceeding.













 




                (b)           All corporate acts, plans, policies, contracts, approvals,

and authorizations of Cubico and its shareholders, Board of Directors,

committees elected or appointed by its Board of Directors, officers, and agents

that were valid and effective immediately prior to the Effective Time shall be

taken for all purposes as the acts, plans, policies, contracts, approvals, and

authorizations of the Surviving Corporation and shall be effective and binding

thereon as the same were with respect to Cubico.  Any employees of Cubico at the Effective Time shall become

employees of the Surviving Corporation.




 




                1.4           Closing.  The Closing of the transactions contemplated

by this Agreement (the “Closing”) shall take place at the offices of HTVN as

soon as possible after the date of this Agreement, but in no event later than

December 30, 2001 (the “Latest Closing Date”), except as mutually agreed to by

HTVN, the Subsidiary and Cubico (the date of the Closing being referred to

hereinafter as the “Closing Date”).




 




                1.5           Certificate of Incorporation, Bylaws,

and Directors and Officers.




 




                (a)           The Certificate of Incorporation

attached hereto as Exhibit A shall be the Certificate of

Incorporation of the Surviving Corporation until amended as provided by law.




 




                (b)           The Bylaws attached hereto as Exhibit B

shall be the Bylaws of the Surviving Corporation until amended as provided by

law.




 




                (c)           The following persons shall be the

directors of the Surviving Corporation, each to his seat in accordance with the

Certificate of Incorporation and Bylaws of the Surviving Corporation until

their respective successors shall have been elected and qualified:




 




                                                                James

A. Ryffel




                                                                Doug

Miller




                                                                Michael

Fletcher




                                                                Hector

Saldaña




                                                                Luis

Saldaña













 




                (d)           The following persons shall be the

officers of the Surviving Corporation, each to hold office in accordance with

the Certificate of Incorporation and Bylaws of the Surviving Corporation until

their respective successors shall have been elected and qualified:




 




                Name of Officer                                                   Offices




                Hector Saldaña                                                     Chief

Executive Officer




                Michael Fletcher                                                  Chief

Operating Officer,




                                                                                                Treasurer

& Secretary




                Luis Saldaña                                                         Vice

President




 




                1.6           Shareholder and Director Approvals.




 




                (a)           Cubico shall submit, for

consideration, approval and adoption at Special Meetings of Shareholders

convened as soon after the date hereof as is possible (or if feasible, by means

of written consent in lieu of a Special Meeting), the Merger and all other

actions contemplated by this Agreement that require approval and adoption by

their respective shareholders.




 




                (b)           In submitting the Merger to its

shareholders, Cubico agrees to furnish its shareholders with copies of HTVN’s

Annual Report on Form 10-KSB for its fiscal year ended December 31, 2000 and

copies of all of HTVN’s other filings with the U.S. Securities and Exchange

Commission made thereafter.  Cubico

agrees to use reasonable best efforts to procure from each of its shareholders

such information and documentation (in form acceptable to HTVN) as HTVN may

request to confirm that the issuance of HTVN securities in connection with the

Merger pursuant to ARTICLE 2 below will be exempt from all applicable Federal

and state securities offering registration requirements.




 




ARTICLE 2




CONVERSION OF SHARES




 




                2.1           Conversion. At the

Effective Time, by virtue of the Merger and without any action on the part of

the holders thereof:




 




                (a)           Each share of the common stock of the

Subsidiary issued and outstanding immediately prior to the Effective Time shall

remain outstanding after the Merger.




 




                (b)           Each share of Common Stock of Cubico

issued and outstanding immediately prior to the Effective Time (“Cubico Common

Stock”) (except for shares of Cubico Common Stock held as treasury shares of

Cubico, all of which shall be retired and cancelled) shall automatically be

converted by reason of the Merger and without any action by the holders thereof

into and become one share of Common Stock of HTVN (“HTVN Common Stock”), such

that an aggregate of 5,596,334 shares of HTVN Common Stock will be issued in

connection with the Merger; the shares of Cubico Common Stock so converted

shall cease to exist as such and shall exist only as shares of HTVN Common

Stock.













 




                (c)           Each warrant or option to purchase a

share of Cubico Common Stock outstanding immediately prior to the Effective

Time shall continue outstanding as a warrant or option to purchase, in lieu of

the right to purchase a share of Cubico Common Stock, one share of HTVN Common

Stock upon the same terms and conditions (including the aggregate exercise

price, vesting schedule and vesting credit) as applicable immediately prior to

the Effective Time under the relevant warrant or option.




 




                (d)           HTVN’s transfer agent shall be

instructed to issue the HTVN Common Stock pursuant to the terms of this

Agreement.




 




                2.2           Exchange of Certificates.




 




                (a)           If the Merger is approved by the

shareholders of Cubico after the Effective Time, each holder of an outstanding

certificate or certificates representing shares of Cubico Common Stock may, but

is not required to, surrender such certificate or certificates to Cubico along

with such other documents as may reasonably be deemed necessary by Cubico, the

Surviving Corporation or HTVN effectively to surrender and exchange such

certificate or certificates. From and after the Effective Time and until

certificates representing shares of Cubico Common Stock are surrendered for

exchange or registration of transfer, all certificates that prior to the

Effective Time of the Merger represented shares of Cubico Common Stock shall be

deemed for all purposes to represent and evidence the number of shares of HTVN

Common Stock into which they were so converted under the terms of Section

2.1(b) of this Agreement.




 




                (b)           After the Effective Time, whenever

certificates that formerly represented Cubico Common Stock are presented for

exchange or registration of transfer, HTVN shall cause to be issued in respect

thereof certificates representing the number of shares of HTVN Common Stock

into which the surrendered shares of Cubico Common Stock were so converted

under the terms of Section 2.1(b) of this Agreement.  If certificates for HTVN Common Stock are to be delivered to or

in the name of a person other than the person in whose name a surrendered

certificate is registered, the surrendered certificate shall be properly

endorsed or otherwise be in proper form for transfer and the person requesting

the transfer shall pay to HTVN all transfer or other taxes required by reason

of the change in ownership or establish to HTVN’s satisfaction that such taxes

have been or are not required to be paid.




 




                (c)           If any certificate formerly

representing shares of Cubico Common Stock shall have been lost, stolen, or

destroyed, upon the making of an affidavit in form and substance satisfactory

to HTVN of that fact by the person claiming the certificate to be lost, stolen

or destroyed and subject to such other conditions as HTVN may reasonably

impose, HTVN shall issue in exchange for the lost, stolen or destroyed

certificate a certificate representing the number of shares of HTVN Common

Stock into which the shares of Cubico Common Stock represented by the lost,

stolen, or destroyed certificate were so converted under the terms of Section

2.1(b) of this Agreement.  When

authorizing the issuance of the shares of HTVN Common Stock in exchange

therefor, HTVN may, in its discretion and as a condition precedent to the

issuance thereof, require the owner of such a certificate to give HTVN a bond

or other indemnity in any amount reasonably satisfactory to HTVN against any

claim arising against HTVN with respect to the stolen or destroyed certificate.













 




                (d)           All shares of HTVN Common Stock into

which Cubico Common Stock shall have been converted pursuant to this Article 2

shall be deemed to have been issued in full satisfaction of all rights

pertaining to such converted shares and shall, when issued pursuant to the

provisions hereof, be validly issued, fully paid, and nonassessable.




 




ARTICLE 3




DISSENTING SHAREHOLDERS




 




                3.1           Demand for

Appraisal.  Notwithstanding

any provision of this Agreement to the contrary, any shares of Cubico Common

Stock held by a holder who has demanded and perfected appraisal or dissenters’

rights for such shares in accordance with California Law and who, as of the

Effective Time, has not effectively withdrawn or lost such appraisal or

dissenters’ rights (“Dissenting Shares”), shall not be converted into or

represent a right to receive HTVN Common Stock pursuant to Section 2.2,

but the holder thereof shall only be entitled to such rights as are granted by

California Law.




 




                3.2           Withdrawal

or Loss of Demand for Appraisal. 

Notwithstanding the provisions of Section 3.1, if any holder of shares

of Cubico Common Stock who demands appraisal of such shares under California

Law shall effectively withdraw or lose (through failure to perfect or

otherwise) the right to appraisal, then, as of the later of the Effective Time

and the occurrence of such event, such holder’s shares shall automatically be

converted into and represent only the right to receive HTVN Common Stock as

provided in Section 2.1, without interest thereon, upon surrender of the

certificate representing such shares.




 




                3.3           Notice of Demand for Appraisal.  Cubico shall give HTVN prompt notice of any

written demands for appraisal of any shares of Cubico Common Stock, withdrawals

of such demands, and any other instruments served pursuant to California Law

and received by Cubico.




 




ARTICLE 4




REPRESENTATIONS AND WARRANTIES OF

SHAREHOLDERS




 




                Each

Shareholder hereby represents and warrant, jointly and severally, to HTVN and

the Subsidiary that except as to the Shareholder Schedule of Exceptions

attached hereto as Exhibit C:




 




                4.1           Organization and Standing of Cubico.  Cubico is a corporation duly organized,

validly existing, and in good standing under the laws of the state of

California.  Cubico has full requisite

corporate power and authority to carry on its business as it is now being

conducted, and to own, operate, and lease the properties now owned, operated,

or leased by it.  Cubico is duly

authorized and qualified to carry on its business in the manner as now

conducted in each state in which authorization and qualification is

required.  Schedule 4.1 sets

forth a true, correct and complete list of all of the jurisdictions in which

Cubico is qualified to do business as a foreign corporation.  Cubico has made available to HTVN and its

representatives as requested true, correct and complete copies of the contents

of Cubico’s minute book, which are accurate in all respects and set forth fully

and fairly all of the Cubico’s transactions.













 




                4.2           Capitalization of Cubico.  The authorized capital stock of Cubico (the

“Capital Stock”) consists of 20,000,000 shares of Cubico Common Stock,

3,218,334 of which were issued and outstanding prior to the consummation of the

Merger, and 10,800,000 shares of Preferred Stock, 3,000,000 of which are

designated Series A Preferred Stock, 2,378,000 of which are issued and

outstanding and 7,800,000 of which are designated Series B Stock, none of

which is issued and outstanding.  The

shares of Capital Stock issued and outstanding prior to the consummation of the

Merger are duly and validly authorized and issued and are fully paid and non–assessable,

and were not issued in violation of the pre–emptive rights of any current

or former shareholder.  The shares of

Capital Stock issued and outstanding prior to the consummation of the Merger

were issued, and all secondary transfers of such shares permitted by Cubico

were made, in compliance with all applicable law (including, without

limitation, available exemptions from the securities offering registration

requirements of federal and state law). 

Except as set forth on Schedule 4.2, no option, warrant,

call, subscription, convertible security (other than the Preferred Stock) or

commitment of any kind obligating Cubico to issue any Capital Stock

exists.  Schedule 4.2 sets

forth any and all compensation plans applicable to any of the officers,

directors, or employees of Cubico under which compensation accrued or payable

is determined, in whole or in part, by reference to Capital Stock.  Except as set forth on Schedule 4.2,

there are no agreements or commitments obligating Cubico to repurchase or

otherwise acquire any Capital Stock.




 




                4.3           Subsidiaries and Other Ventures.  Cubico has no subsidiaries or affiliated

corporations, and owns no capital stock, bond, or other security of, or has any

equity or proprietary interest in, any corporation, partnership, joint venture,

trust, or unincorporated association.




 




                4.4           Ownership of Stock.  Schedule 4.4 sets forth the

names of each shareholder of Cubico as well as the number shares owned by each

shareholder as reflected on the books of the Cubico.  Each Shareholder, separately and not jointly, represents and

warrants that such Shareholder owns the number of shares of Capital Stock set

forth next to such Shareholder’s name on Schedule 4.4 hereto, free

and clear of any mortgage, lien, security interest, claim, charge, pledge,

encumbrance and any restriction on the transfer thereof of any nature

whatsoever, and that none of such Shareholder’s shares of Capital Stock is

subject to any voting trust, voting agreement, or other agreement or understanding

with respect to the voting thereof, nor is any proxy in existence with respect

to any such shares, other than as is otherwise provided for herein.




 




                4.5           Capacity to Enter into Agreement.  Cubico and each Shareholder has full right,

power and authority to execute and deliver this Agreement and all other

agreements, documents and instruments to be executed in connection herewith and

perform its or his obligations hereunder and thereunder.  The execution and delivery by Cubico of this

Agreement and all other agreements, documents and instruments to be executed by

Cubico in connection herewith have been authorized by all necessary corporate

action by Cubico, other than for the approval of the shareholders of Cubico,

which will be sought pursuant to this Agreement.  When this Agreement and all other agreements, documents and

instruments to be executed by Cubico or a Shareholder in connection herewith

have been executed by Cubico or such Shareholder (as the case may be) and

delivered to HTVN and the Subsidiary, this Agreement and such other agreements,

documents and instruments will constitute the valid and binding agreements of

Cubico or such Shareholder (as the case may be), enforceable against Cubico or

such Shareholder (as the case may be) in accordance with their respective

terms, except as such enforceability may be limited by or subject to (a) any

bankruptcy, insolvency, reorganization, moratorium or other similar laws

relating to creditors’ rights generally and (b) general principles of equity

(regardless of whether such enforceability is considered in a proceeding in

equity or at law).













 




                4.6           Conflicts. 

Except as set forth in Schedule 4.6 hereto, the execution,

delivery, and consummation of the transactions contemplated by this Agreement

will not (a) violate, conflict with or result in the breach or termination of,

or otherwise give any other contracting party the right to terminate, or

constitute a default (by way of substitution, novation or otherwise) under the

terms of, any contract to which Cubico or any Shareholder is a party or by

which Cubico or any Shareholder is bound or by which any of the assets of

Cubico or any Shareholder is bound or affected, (b) violate any judgment

against, or binding upon, Cubico or any Shareholder or upon the assets of Cubico

or any Shareholder, (c) result in the creation of any lien, charge or

encumbrance upon any assets of Cubico or any Shareholder pursuant to the terms

of any such contract, or (d) violate any provision in the charter documents,

bylaws or any other agreement affecting the governance and control of Cubico.




 




                4.7           Consents. 

Except as set forth in Schedule 4.7 hereto, no consent from,

or other approval of, any governmental entity or any other person, which has

not been obtained, is necessary in connection with the execution, delivery, or

performance of this Agreement by Cubico or any Shareholder, other than for the

approval of the shareholders of Cubico, which will be sought pursuant to this

Agreement.




 




                4.8           Financial Statements.  Cubico has delivered to HTVN or its

representatives copies of the following financial statements (hereinafter

collectively referred to as the “Financial Statements”):  an unaudited interim balance sheet of Cubico

as of June 30, 2001 (the “Balance Sheet”), an unaudited interim statement of

income of Cubico for the three-month period ended June 30, 2001, an unaudited

interim balance sheet of Cubico as of March 31, 2001 and an unaudited interim

statement of income of Cubico for the year ended March 31, 2001.  Except as set forth on Schedule 4.8

hereto,




 




                (a)           The Financial Statements are complete and correct, present

fairly the financial condition of Cubico as at the respective dates thereof,

and the results of operations for the respective periods covered thereby, and

have been prepared in accordance with generally accepted accounting principles

applied on a consistent basis;




 




                (b)           There is no basis for the assertion

of any liabilities or obligations, either accrued, absolute, contingent, or

otherwise, which might adversely affect the value, use, operation or enjoyment

of the assets or business of Cubico, which liabilities or obligations are not

expressly set forth on the Balance Sheet; and




 




                (c)           Cubico is not a party to or bound

either absolutely or on a contingent basis by any agreement of guarantee,

indemnification, assumption or endorsement or any like commitment of the

obligations, liabilities or indebtedness of any other person (whether accrued,

absolute, contingent or otherwise).




 




                4.9           Absence of Certain Changes and Events.  Except as set forth on Schedule 4.9

hereto, since the date of the Balance Sheet, there has not been:













 




                (a)           Any material adverse change in the

financial condition, operations, business prospects, employee relations,

customer relations, assets, liabilities (accrued, absolute, contingent, or

otherwise) or income of Cubico, or the business of Cubico, from that shown on

the Financial Statements;




 




                (b)           Any declaration, setting aside, or

payment of any distribution in respect of the equity interests in Cubico, or

any direct or indirect redemption, purchase, or any other acquisition of any

such interests, except in the ordinary course of business consistent with past

practice and to the extent not material;




 




                (c)           Any borrowing of, or agreement to

borrow any funds or any debt, obligation, or liability (absolute or contingent)

incurred by Cubico (whether or not presently outstanding) except current

liabilities incurred, and obligations under agreements entered into in the

ordinary course of business;




 




                (d)           Any mortgage, pledge, lien, security

interest, charge, claim or other encumbrance created on or in any of Cubico’s

properties or assets, except liens for current taxes not yet due and payable;




 




                (e)           Any sale, assignment, or transfer of

Cubico’s assets, except in the ordinary course of business, any cancellation of

any debts or claims owed to Cubico, any capital expenditures or commitments

therefor exceeding in the aggregate $5,000, any damage, destruction or casualty

loss exceeding in the aggregate $5,000 (whether or not covered by insurance),

or any charitable contributions or pledges;




 




                (f)            Any amendment or termination of any

contract, agreement, license, or arrangement to which Cubico is or was a party

or to which any assets of Cubico are or were subject, which amendment or

termination has had, or may be reasonably expected to have, a material adverse

effect on the financial condition, properties, assets, liabilities (accrued,

absolute, contingent, or otherwise), income or business of Cubico; or




 




                (g)           Any other material transaction by

Cubico outside the ordinary course of business or any other event or condition

pertaining to, and materially adversely affecting the operations, assets,

liabilities (accrued, absolute, contingent, or otherwise), income or business

of Cubico.




 




                4.10         Assets. 

Schedule 4.10(a) contains a true, correct and complete list

of each item of Cubico’s machinery, equipment, appliances, motor vehicles,

fixtures, furniture, and furnishings as of the date set forth on Schedule 4.10(a)

having a value of $250 or more; Schedule 4.10(b) contains a true,

correct and complete list of Cubico’s inventories as of the date set forth on Schedule 4.10(b);

Schedule 4.10(c) contains a true, correct and complete list of

Cubico’s accounts receivable with an accurate aging of the accounts receivable,

all as of the date set forth on Schedule 4.10(c); and Schedule 4.10(d)

contains a true, correct and complete list of each bank in which Cubico has an

account or safe deposit box, the account number, the account name and type of

account, the names of all persons authorized to draw thereon and have access

thereto as of the date hereof, and a list of all powers of attorney given by

Cubico to any person for any purpose. 

Except as set forth on Schedule 4.10 hereto,













 




                (a)           Cubico has good and indefeasible

title to all of its properties, interests in properties, and assets, real and

personal, reflected on Schedules 4.10(a), 4.10(b), 4.10(c), 4.10(d), 4.11, 4.12

and 4.13 hereto, free and clear of all mortgages, liens, pledges, charges, or encumbrances

of any nature whatsoever, except liens for current taxes not yet due and

payable;




 




                (b)           All of Cubico’s machinery, equipment,

appliances, motor vehicles and fixtures reflected on Schedule 4.10(b)

hereto or acquired thereafter is in good operating condition and repair,

subject only to ordinary wear and tear;




 




                (c)           All of the inventories of Cubico

reflected on Schedule 4.10(c) hereto or acquired thereafter

(including, without limitation, raw materials, spare parts and supplies, work–in–process,

finished goods) consist of items of a quality, condition and quantity useable

and saleable in the normal course of business; and




 




                (d)           All of the accounts receivable of

Cubico reflected on Schedule 4.10(d) hereto or created thereafter

are valid, subsisting, and genuine, arose out of bona fide transactions and are

current and collectible, subject to reserves reflected on the Balance Sheet.




 




                4.11         Contracts. 

Schedule 4.11 contains a true, correct and complete list of

Cubico’s contracts, agreements, commitments and leases, whether or not made in

the ordinary course of business, that either (a) involve or may involve

aggregate payments by or to Cubico exceeding $10,000 per year; (b) are not by

their terms terminable by Cubico without premium or penalty within 30 or fewer

days notice, or (c) otherwise materially adversely affect or, to the knowledge

of Cubico, might materially adversely affect the financial condition, property,

assets, liabilities (accrued, absolute, contingent, or otherwise), income or

business of Cubico.  Except as set forth

on Schedule 4.11 hereto,




 




                (a)           All leases, contracts, agreements,

arrangement or commitments to which Cubico is a party are in good standing,

valid, and effective; and




 




                (b)           There is not, under any such lease,

contract, agreement, arrangement or commitment, any existing or prospective

default or event of default by Cubico or event which with notice or lapse of

time, or both would constitute a default and in respect to which Cubico has not

taken adequate steps to prevent a default from occurring; and, to the knowledge

of each of the Shareholders, no other party to any such lease, contract,

agreement, arrangement or commitment, is in default or breach thereof nor has

any event occurred which with notice or lapse of time would constitute a breach

or default of any of such lease, contract, agreement, arrangement or

commitment.




 




                4.12         Permits. 

Schedule 4.12 contains a true, correct and complete list of

Cubico’s licenses, permits and authorizations. 

Except as set forth on Schedule 4.12 hereto,




 




                (a)           Cubico holds all licenses, permits

and authorizations required to carry on its business, and all such licenses,

permits and authorizations are in good standing;













 




                (b)           Cubico is in full compliance with and

not in default or violation with respect to any term or provision of any of its

licenses, permits and authorizations;




 




                (c)           No notice of pending, threatened, or

possible violation or investigation in connection with, or loss of, any

license, permit, or authorization of Cubico, has been received by Cubico;




 




                (d)           Neither of the Shareholders has any

knowledge that the issuance of such a notice is being considered or of any

facts or circumstances which form the basis for the issuance of such a notice;

and




 




                (e)           No license, permit, or authorization

of Cubico is affected by the transactions provided for herein or contemplated

hereby.




 




                4.13         Intellectual Property.  Schedule 4.13 contains a listing

and summary description of all of Cubico’s patents, trademarks, service marks,

trade names, business names, copyrights, and registered designs, and

applications and registrations thereof, trade secrets, confidential know–how

and other intellectual property, including, but not limited to, product

formulations, drawings, technical specifications, manufacturing data, and test

and development data (the foregoing intellectual property is collectively

referred to hereinafter as the “Intellectual Property”).  Except as set forth on Schedule 4.13

hereto,




 




                (a)           Cubico possesses all Intellectual

Property necessary to the conduct of its businesses, and (in the reasonable

opinion of each Shareholder) the loss or expiration of any Intellectual

Property or group of Intellectual Property would not have an adverse effect on

the conduct of its businesses;




 




                (b)           No such loss or expiration is pending

nor (to the best knowledge or belief of each Shareholder) threatened or

reasonably foreseeable;




 




                (c)           Cubico owns all right, title, and

interest in and to all of the Intellectual Property;




 




                (d)           There have been no claims made against

Cubico for the assertion of the invalidity, abuse, misuse, or unenforceability

of any of such rights, and there are no reasonable grounds for the same;




 




                (e)           Cubico has not received a notice of

conflict with the asserted rights of others; and




 




                (f)            The conduct of Cubico’s business has

not infringed any Intellectual Property of others and, the Intellectual

Property of Cubico has not been infringed by other persons.




 




                4.14         Employees. 

Schedule 4.14 sets forth a true, correct and complete list

of all of the employees of Cubico, their respective lengths of service and

their respective salaries or wage rates. 

Except as set forth on Schedule 4.14 hereto,













 




                (a)           Cubico is not a party as an employer

to any employment contract, agreement or understanding which is not terminable

at will without any penalty, liquidated damages or other required payment;




 




                (b)           Cubico has satisfied all salaries,

wages, unemployment insurance premiums, worker compensation payments, income

tax, FICA and other deductions and any like payments required by law; and




 




                (c)           Cubico’s employees are not unionized,

and to the knowledge of each of the Shareholders, there have not been attempts

to unionize them.




 




                4.15         Employee Benefit Plans.  Schedule 4.15 sets forth a true,

correct and complete list of all of the Employee Benefit Plans of Cubico.  Cubico has made true and correct copies of

all governing instruments and related agreements pertaining to such benefit

plans available to HTVN and its representatives as requested.  Except as set forth on Schedule 4.15

hereto,




 




                (a)           Neither Cubico nor any of its ERISA

Affiliates sponsors or has ever sponsored, maintained, contributed to, or

incurred an obligation to contribute to, any Employee Pension Benefit Plan;




 




                (b)           No individual shall accrue or receive

additional benefits, service or accelerated rights to payments of benefits

under any Employee Benefit Plan including the right to receive any parachute

payment, as defined in Section 280G of the Code, or become entitled to

severance, termination allowance or similar payments as a direct result of the

transactions contemplated by this Agreement;




 




                (c)           No Employee Benefit Plan has

participated in, engaged in or been a party to any non-exempt Prohibited

Transaction, and neither Cubico nor any of its ERISA Affiliates has had

asserted against it any claim for taxes under Chapter 43 of Subtitle D of the

Code and Sections 4971 et. seq. of the Code, or for penalties under ERISA

Section 502(c), (i) or (1) with respect to any Employee Benefit Plan nor, to

the knowledge of each of the Shareholders, is there a basis for any such

claim.  No officer, director or employee

of Cubico has committed a breach of any material responsibility or obligation

imposed upon fiduciaries by Title I of ERISA with respect to any Employee Benefit

Plan;




 




                (d)           Other than routine claims for

benefits, there is no claim pending or to the knowledge of each of the

Shareholders threatened, involving any Employee Benefit Plan by any person

against such plan or Cubico or any ERISA Affiliate.  There is no pending or to the knowledge of each of the

Shareholders threatened proceeding involving any Employee Benefit Plan before

the Internal Revenue Service, the U.S. Department of Labor or any other

governmental authority;




 




                (e)           There is no material violation of any

reporting or disclosure requirement imposed by ERISA or the Code with respect

to any Employee Benefit Plan;













 




                (f)            Each Employee Benefit Plan has at

all times prior hereto been maintained in all material respects, by its terms

and in operation, in accordance with ERISA and the Code.  Cubico and its ERISA Affiliates have made

full and timely payment of all amounts required to be contributed under the

terms of each Employee Benefit Plan and applicable law or required to be paid

as expenses under such Employee Benefit Plan. 

Each Employer Benefit Plan intended to be qualified under Code Section

401(a) has received a determination letter to that effect from the Internal

Revenue Service (“IRS”) or has remaining a period of time under applicable

Treasury Regulations or IRS pronouncements in which to apply for such a letter

and make any amendment necessary to obtain favorable determination as to the

qualified status of each such plan and to the knowledge of Cubico and each of

the Shareholders, and no event has occurred and no amendment has been made that

would adversely affect such qualified status;




 




                (g)           With respect to any group health

plans maintained by Cubico or its ERISA Affiliates, whether or not for the

benefit of Cubico’s employees, Cubico and its ERISA Affiliate have complied in

all material respects with the provisions of Part 6 of Title I of ERISA and

4980B of the Code.  Cubico is not

obligated to provide health care benefits of any kind to its retired employees

pursuant to any Employee Benefit Plan, including without limitation any group

health plan, or pursuant to any agreement or understanding, except as may be

required by COBRA or other applicable statute; and




 




                (h)           Cubico has made available to HTVN a

copy of the three (3) most recently filed federal Form 5500 series and

accountant’s opinion, if applicable and available, for each Employee Benefit

Plan and all applicable Internal Revenue Service determination letters.




 




                For

purposes of this Section 4.15, the following definitions shall apply:




 




                (t)            “COBRA” means the Consolidated

Omnibus Budget Reconciliation Act of 1985, as amended, as set forth in Section

4980B of the Code and Part 6 of Title I of ERISA.




 




                (u)           “Code” means the Internal Revenue

Code of 1986, as amended.




 




                (v)           “Employee Benefit Plan means any

employee benefit plan, as defined in Section 3(3) of ERISA, that is sponsored

or contributed to by Cubico or any ERISA Affiliate covering employees or former

employees of Cubico.




 




                (w)          “Employee Pension Benefit Plan” means

any employee pension benefit plan, as defined in Section 3(2) of ERISA, that is

subject to Title IV of ERISA.




 




                (x)            “ERISA” means the Employee

Retirement Income Security Act of 1974, as amended.




 




                (y)           “ERISA Affiliate” of any person means

any other person that, together with such person as of the relevant measuring

date under ERISA, was or is required to be treated as a single employer under

Section 414 of the Code.




 




                (z)            “Prohibited Transaction” means a

transaction that is prohibited under Section 4975 of the Code or Section 406 of

ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA,

respectively.













 




                4.16         Litigation.  Except as set forth on Schedule 4.16 hereto,




 




                (a)           There is no pending suit, action, or

legal, administrative, arbitration, or other proceeding or governmental

investigation to which Cubico is a party or which (to the knowledge of each of

the Shareholders) adversely affects or might adversely affect Cubico;




 




                (b)           Cubico is not in default with respect

to any judgment, order, writ, injunction, decree, or award applicable to it of

any court or other governmental instrumentality or arbitrator; and




 




                (c)           There is no action, suit, proceeding,

or claim pending or, to the knowledge of each of the Shareholders, threatened

against Cubico by persons not a party to this Agreement wherein an unfavorable

decision, ruling, or finding would render unlawful or otherwise adversely

affect the consummation of the transactions contemplated by this Agreement.




 




                4.17         Compliance with Law.  Except as set forth on Schedule 4.17

hereto,




 




                (a)           Cubico is not in violation of, or in

default with respect to, or in alleged violation of or alleged default with

respect to, any applicable law, rule, regulation, permit, or any writ or decree

of any court or any governmental commission, board, bureau, agency, or

instrumentality, including without limitation, any laws, ordinances, rules,

regulations, permits, or orders relating to the business of Cubico, or the

business operations and practices, health and safety, and employment practices

of Cubico;




 




                (b)           Cubico is not delinquent with respect

to any report required to be filed with any governmental commission, board,

bureau, agency, or instrumentality, or with any trade association or

certification organization that has in the past certified or endorsed the

business of Cubico; and




 




                (c)           Cubico is not delinquent with respect

to any reports required by private covenants or agreements to which it is a

party.




 




                4.18         Taxes. 

Cubico has delivered to HTVN or its representatives as requested true,

correct and complete copies of all federal, state, and other appropriate

jurisdictional tax returns, reports, and estimates that have been filed by

Cubico (collectively, the “Returns”). 

Except as set forth on Schedule 4.18 hereto,




 




                (a)           Each of the Returns is complete,

proper and accurate and has been timely filed with appropriate governmental

agencies by Cubico for each period for which such Return was due;




 




                (b)           All taxes shown by the Returns to be

due and payable have been timely paid;




 




                (c)           The tax provision and accruals

reflected in the Balance Sheet are adequate to cover the liability at the date

thereof for all taxes based on income, sales, business, or assets, as well as

any other taxes;




 




                (d)           Cubico has not given or been

requested to give, or executed, any extension of time or waiver of any statute

of limitations with respect to federal, state, or other political subdivision

income or other tax for any period;













 




                (e)           Cubico has not received any notice of

deficiency or assessment issued or proposed deficiency or assessment by the

Internal Revenue Service or any other taxing authority; and




 




                (f)            There is no pending audit or inquiry

of Cubico, nor has Cubico received any oral or written notice of any proposed

audit or inquiry by any taxing authority or jurisdiction.




 




                4.19         Insurance. 

Schedule 4.19 contains a true, correct and complete list of

all insurance policies either maintained by Cubico or maintained by any other

person which relates to Cubico or its assets in any manner as of the date hereof

(collectively, the “Insurance Policies”). 

Cubico has heretofore delivered to HTVN or its representatives as

requested true, correct and complete copies of all Insurance Policies

requested.  Except as set forth on Schedule 4.19

hereto,




 




                (a)           All Insurance Policies are still in

full force and effect, and all premiums due thereon have been paid;




 




                (b)           Cubico has complied in all material

respects with the provisions of all Insurance Policies;




 




                (c)           No claim is pending under any of the

Insurance Policies;




 




                (d)           There are no outstanding requirements

or recommendations by any insurance company that issued any of the Insurance

which requires or recommends any changes in the conduct of the business of, or

any repairs or other work to be done on or with respect to any of the

properties or assets of, Cubico; and




 




                (e)           Cubico has not received any notice or

other communication from any such insurance company within the three (3) years

preceding the date hereof canceling or materially amending or materially

increasing the annual or other premiums payable under any of the Insurance

Policies, and (to each of the Shareholders’s knowledge) no such cancellation,

amendment or increase of premiums is threatened.




 




                4.20         Environmental Matters.  Except as set forth on Schedule 4.20

hereto,




 




                (a)           Cubico is in compliance with all

applicable federal, state and local laws and regulations relating to Hazardous

Materials (as defined below) including, but not limited to, all laws and

regulations governing the generation, use, collection, treatment, storage,

transportation, recovery, removal, discharge or disposal of Hazardous Materials

and all laws and regulations with regard to record keeping, notification and

reporting requirements respecting Hazardous Materials;




 




                (b)           Cubico has not received any notice

from any governmental agency with respect to any alleged violation by it of any

applicable federal, state or local Hazardous Materials statutes and regulations

in connection with Cubico’s operations, nor does either of the Shareholders know

of any basis for any investigation or proceeding against it by any federal,

state or local environmental or health and safety enforcement agency in

connection with the operation of the business;













 




                (c)           To the best of each Shareholders’

knowledge, Cubico has not been alleged to be in violation of, or has been

subject to any administrative or judicial proceeding pursuant to, such laws and

regulations, either now or at any time during the past five years, and so far

as each of the Shareholders is aware, there are no such threatened or proposed

violations with respect to such locations;




 




                (d)           There are no permits, licenses,

consents, filings or other approvals required to be obtained or made by laws

and regulations relating to Hazardous Materials in connection with Cubico’s

business;




 




                (e)           Cubico is not a party to any contract

or other agreement relating to the storage, transportation, treatment or

disposal of Hazardous Materials;




 




                (f)            To the best of each Shareholders’

knowledge, there are no claims or facts or circumstances that either of the

Shareholders reasonably believes could form the basis for the assertion of any

claim relating to environmental matters involving Cubico, including, but not

limited to, any claim arising from past or present practices of the business of

Cubico, or with respect to properties now or previously owned or leased, as

asserted under the Comprehensive Environmental Response, Compensation, and

Liability Act of 1980, 42 U.S. 9601-9657 and any amendments thereto

(“CERLA”), or the Resource Conservation and Recovery Act, 42 U.S. ‘‘6901-6987

and any amendments thereto (“RCRA”), any other federal, state or local

environmental statute, or the generation, use, treatment, disposal, discharge,

ownership, operation, transportation, storage of Hazardous Materials, or any

other related act or omission of Cubico;




 




                (g)           Cubico is not subject to any remedial

obligation under applicable law or administrative order or decree pertaining to

environmental, health or safety statutes or regulations, including, without

limitation, CERLA, RCRA or any similar state statute;




 




                (h)           No Shareholder has any reason to

believe that any Hazardous Material or other substances known or suspected to

pose a threat to health or the environmental have been disposed of or otherwise

released on or near any real property or improvements of Cubico, and there are

no off-site locations where Hazardous Materials associated in any way with

Cubico have been generated, used, collected, treated, stored, transported,

recycled, discharged or disposed of; and




 




                (i)            To the best of each of the

Shareholders’ knowledge and belief, after diligent investigation and inquiry,

no real property is owned or leased by Cubico that is on any federal or state

“Superfund” list or subject to any environmentally related liens, and no claim

has been made or threatened alleging damages arising from any Hazardous

Materials or other substances known or suspected to pose a threat to health or

the environment.




 




                The

term “Hazardous Materials” shall mean materials, substances, waste or

by-products defined as “hazardous substances”, “hazardous wastes” or “solid

wastes” in CERLA, RCRA or any other federal, state or local environmental

statute or regulation or any unwholesome toxic or radioactive material.













 




                4.21         Transactions with Affiliated Parties.  Except as set forth on Schedule 4.21

hereto,




 




                (a)           There are no transactions currently

engaged in between Cubico and any party affiliated with Cubico (other than

transactions inherent in the normal capacities of shareholders, officers,

directors, or employees);




 




                (b)           Except for the ownership of non–controlling

interests in securities of corporations the shares of which are publicly

traded, neither Shareholder and (to the best of each of the Shareholders’

knowledge) no party affiliated with Cubico has any investment or ownership

interest, directly, indirectly, or beneficially, in any competitor or potential

competitor, major supplier, or customer of Cubico; and




 




                (c)           Other than as contemplated by this

Agreement, there are no agreements to which Cubico is a party under which the

transactions contemplated by this Agreement (i) will require payment by Cubico

or any consent or waiver from any shareholder, officer, director, employee,

consultant or agent of Cubico, or (ii) will result in any change in the nature

of any rights of any shareholder, officer, director, employee, consultant or

agent of Cubico under any such agreement.




 




                4.22         Securities Representations.  Each Shareholder believes that he is

familiar with the business and financial condition, properties, operations and

prospects of HTVN, he has been given full access to all material information

concerning the condition, properties, operations and prospects of HTVN, and he

has had an opportunity to ask such questions of, and to receive such

information from, HTVN as he has desired and to obtain any additional

information necessary to verify the accuracy of the information and data

received; he has such knowledge, skill and experience in business, financial

and investment matters so that he is capable of evaluating the merits and risks

of an acquisition of HTVN Common Stock; he alone or with his purchaser

representative has reviewed his financial condition and commitments and that,

based on such review, he is satisfied that he (a) has adequate means of

providing for contingencies, (b) has no present or contemplated future

need to dispose of all or any of HTVN Common Stock to satisfy existing or

contemplated undertakings, needs or indebtedness, (c) is capable of bearing

the economic risk of the ownership of HTVN Common Stock for the indefinite

future, and (d) has assets or sources of income which, taken together, are

more than sufficient so that he could bear the loss of the entire value of HTVN

Common Stock; he is acquiring HTVN Common Stock solely for his own beneficial

account, for investment purposes, and not with a view to, or for resale in

connection with, any distribution of HTVN Common Stock, except pursuant to

registration or an exemption therefrom; he understands that HTVN Common Stock

has not been registered under the Securities Act of 1933 or any state

securities laws and therefore HTVN Common Stock is “restricted” under such

laws; and he has not offered or sold any portion of HTVN Common Stock and has

no present intention of reselling or otherwise disposing of any portion of HTVN

Common Stock either currently or after the passage of a fixed or determinable

period of time or upon the occurrence or non-occurrence of any predetermined

event or circumstance until such time as the HTVN Common Stock has been

registered or an exemption from registration exists.




 




                4.23         Finder’s Fees; Certain Expenses.  All negotiations relative to this Agreement

and the transactions contemplated hereby have been carried on by Cubico and the

Shareholders and their counsel directly with HTVN and the Subsidiary and their

counsel, without the intervention of any other person as the result of any act

of any of them, and as far as is known to each of the Shareholders, without the

intervention of any other person in such manner as to give rise to any valid

claim against any of the parties hereto for a brokerage commission, finder’s

fee, or any similar payment.













 




                4.24         Untrue Statements.  This Agreement, the schedules and exhibits

hereto, and all other documents and information furnished by Cubico or either

of the Shareholders, or any of their respective representatives pursuant hereto

or in connection herewith, do not include any untrue statement of a material

fact or omit to state any material fact necessary to make the statements made

herein and therein not misleading or otherwise.




 




 




ARTICLE 5




REPRESENTATIONS, WARRANTIES, AND

AGREEMENTS




OF THE SUBSIDIARY




 




                The

Subsidiary hereby represents and warrants to Cubico and each Shareholder that

immediately after the formation of the Subsidiary the following representations

and warranties shall be true except as to the HTVN Schedule of Exceptions

attached hereto as Exhibit D:




 




                5.1.          Organization and Standing of the Subsidiary.  The Subsidiary is a corporation  duly organized, validly existing and in good

standing under the laws of the state of Delaware.  The Subsidiary has full requisite corporate power and authority

to carry on its business as it is now being conducted, and to own, operate, and

lease the properties now owned, operated, or leased by it.




 




                5.2           Capacity to Enter into Agreement.  The Subsidiary has full right, power and

authority to execute and deliver this Agreement and all other agreements,

documents and instruments to be executed in connection herewith and perform

such its obligations hereunder and thereunder. 

The execution and delivery by the Subsidiary of this Agreement and all

other agreements, documents and instruments to be executed by the Subsidiary in

connection herewith have been authorized by all necessary corporate action by

the Subsidiary.  When this Agreement and

all other agreements, documents and instruments to be executed by the

Subsidiary in connection herewith have been executed by the Subsidiary and

delivered to Cubico, this Agreement and such other agreements, documents and

instruments will constitute the valid and binding agreements of the Subsidiary,

enforceable against the Subsidiary in accordance with their respective terms,

except as such enforceability may be limited by or subject to (a) any

bankruptcy, insolvency, reorganization, moratorium or other similar laws

relating to creditors’ rights generally and (b) general principles of equity

(regardless of whether such enforceability is considered in a proceeding in

equity or at law).




 




                5.3           Conflicts. 

The execution, delivery, and consummation of the transactions

contemplated by this Agreement will not (a) violate, conflict with or result in

the breach or termination of, or otherwise give any other contracting party the

right to terminate, or constitute a default (by way of substitution, novation

or otherwise) under the terms of, any contract to which the Subsidiary is a

party or by which the Subsidiary is bound or by which any of the assets of the

Subsidiary is bound or affected, (b) violate any judgment against, or binding

upon, the Subsidiary or upon the assets of the Subsidiary, (c) result in the

creation of any lien, charge or encumbrance upon any assets of the Subsidiary

pursuant to the terms of any such contract, or (d) violate any provision in the

charter documents, bylaws or any other agreement affecting the governance and

control of the Subsidiary.













 




                5.4           Consents. 

No consent from, or other approval of, any governmental entity or any

other person, which has not been obtained, is necessary in connection with the

execution, delivery, or performance of this Agreement by the Subsidiary, other

than for the approval of the sole shareholders of the Subsidiary, which will be

sought pursuant to this Agreement.




 




                5.5           Litigation.  There is no action, suit, proceeding, or claim pending or, to the

knowledge of the Subsidiary, threatened against the Subsidiary by persons not a

party to this Agreement wherein an unfavorable decision, ruling, or finding

would render unlawful or otherwise adversely affect the consummation of the

transactions contemplated by this Agreement.




 




                5.6           Finder’s Fees.  All negotiations relative to this Agreement

and the transactions contemplated hereby have been carried on by the Subsidiary

and its counsel directly with Cubico and the Shareholders and their counsel,

without the intervention of any other person as the result of any act by the

Subsidiary, and so far as is known to the Subsidiary, without the intervention

of any other person in such manner as to give rise to any valid claim against

any of the parties hereto for a brokerage commission, finders’ fee, or any

similar payment.




 




ARTICLE 6




REPRESENTATIONS AND WARRANTIES OF HTVN




 




                HTVN

hereby represents and warrants to Cubico and each Shareholder that except as to

the HTVN Schedule of Exceptions attached hereto as Exhibit D:




 




                6.1.          Organization and Standing of HTVN.  HTVN is a corporation  duly organized, validly existing and in good

standing under the laws of the state of Delaware.  HTVN has full requisite corporate power and authority to carry on

its business as it is now being conducted, and to own, operate, and lease the

properties now owned, operated, or leased by it.




 




                6.2           Capacity to Enter into Agreement.  HTVN has full right, power and authority to

execute and deliver this Agreement and all other agreements, documents and

instruments to be executed in connection herewith and perform such its

obligations hereunder and thereunder. 

The execution and delivery by HTVN of this Agreement and all other

agreements, documents and instruments to be executed by HTVN in connection

herewith have been authorized by all necessary corporate action by HTVN.  When this Agreement and all other

agreements, documents and instruments to be executed by HTVN in connection are

executed by HTVN and delivered to Cubico, this Agreement and such other

agreements, documents and instruments will constitute the valid and binding

agreements of HTVN, enforceable against HTVN in accordance with their

respective terms, except as such enforceability may be limited by or subject to

(a) any bankruptcy, insolvency, reorganization, moratorium or other similar

laws relating to creditors’ rights generally and (b) general principles of

equity (regardless of whether such enforceability is considered in a proceeding

in equity or at law).













 




                6.3           Conflicts. 

Except as set forth in Schedule 6.3 hereto, the execution,

delivery, and consummation of the transactions contemplated by this Agreement

will not (a) violate, conflict with or result in the breach or termination of,

or otherwise give any other contracting party the right to terminate, or

constitute a default (by way of substitution, novation or otherwise) under the

terms of, any contract to which HTVN is a party or by which HTVN is bound or by

which any of the assets of HTVN is bound or affected, (b) violate any judgment

against, or binding upon, HTVN or upon the assets of HTVN, (c) result in the

creation of any lien, charge or encumbrance upon any assets of HTVN pursuant to

the terms of any such contract, or (d) violate any provision in the charter

documents, bylaws or any other agreement affecting the governance and control

of HTVN.




 




                6.4           Consents. 

Except as set forth in Schedule 6.4 hereto, no consent from,

or other approval of, any governmental entity or any other person, which has

not been obtained, is necessary in connection with the execution, delivery, or

performance of this Agreement by HTVN.




 




                6.5           Litigation.  There is no action, suit, proceeding, or claim pending or, to the

knowledge of HTVN, threatened against HTVN by persons not a party to this

Agreement wherein an unfavorable decision, ruling, or finding would render

unlawful or otherwise adversely affect the consummation of the transactions

contemplated by this Agreement.




 




                6.6           Finder’s Fees.  All negotiations relative to this Agreement

and the transactions contemplated hereby have been carried on by HTVN and its

counsel directly with Cubico and the Shareholders and their counsel, without

the intervention of any other person as the result of any act by HTVN, and so

far as is known to HTVN, without the intervention of any other person in such

manner as to give rise to any valid claim against any of the parties hereto for

a brokerage commission, finders’ fee, or any similar payment.




 




                6.7           Valid Issuance.  Each share of HTVN Common Stock to be issued to the shareholders

of Cubico in connection with the Merger shall (when issued in accordance with

this Agreement) be duly and validly authorized and issued, fully paid and

non-assessable.




 




                6.8           Capital

Structure.  The authorized

stock of HTVN consists of 200,000,000 shares of Common Stock, of which

133,037,352 shares are issued and outstanding and 20,000,000 shares of

Preferred Stock, of which 38,889 are issued and outstanding.  All such shares have been duly authorized,

and all such issued and outstanding shares have been validly issued, are fully

paid and non-assessable and are free of any liens or encumberances other than

any liens or encumberances created by or imposed upon the holders thereof.




 




                6.9           SEC Documents; HTVN Financial

Statements.  HTVN has furnished or made available to Cubico

true and complete copies of HTVN’s Annual Report on Form 10-KSB for the fiscal

year ended December 31, 2000 and of all other reports or registration

statements filed by HTVN with the U.S. Securities and Exchange Commission (the

“SEC”) under the Securities Exchange Act of 1934 (the  “Exchange Act”) on or after January 1, 2001, all in the form so

filed (all of the foregoing being collectively referred to as the  “SEC Documents”).  As of their respective filing dates, the SEC Documents complied

in all material respects with the requirements of the Exchange Act, and none of

the SEC Documents contained any untrue statement of a material fact or omitted

to state a material fact required to be stated therein or necessary to make the

statements made therein, in light of the circumstances in which they were made,

not misleading, except to the extent corrected by a subsequently filed document

with the SEC.  The financial statements

of HTVN, including the notes thereto, included in the SEC Documents (the  “HTVN Financial Statements”) comply as to

form in all material respects with applicable accounting requirements and with

the published rules and regulations of the SEC with respect thereto, have been

prepared in accordance with generally accepted accounting principles

consistently applied (except as may be indicated in the notes thereto) and

present fairly the consolidated financial position of HTVN at the dates thereof

and of its operations and cash flows for the periods then ended (subject, in

the case of unaudited statements, to normal audit adjustments).  There has been no change in HTVN accounting

policies except as described in the notes to the HTVN Financial Statements.













 




                6.10         No Material Adverse Change. 

Since the date of the balance sheet included in HTVN’s most recently filed

report on Form 10-QSB, HTVN has conducted its business in the ordinary

course and there has not occurred: (a) any material adverse change in the

financial condition, liabilities, assets or business of HTVN; (b) any

amendment or change in the Certificate of Incorporation or Bylaws of HTVN; or

(c) any damage to, destruction or loss of any assets of HTVN, (whether or

not covered by insurance) that materially and adversely affects the financial

condition or business of HTVN.




 




ARTICLE 7




COVENANTS




 




                7.1           Conduct of Business of Cubico.  Except as contemplated by this Agreement,

during the period from the date hereof to the Effective Time, unless otherwise

agreed to in writing by HTVN, Cubico shall conduct its business in the ordinary

course consistent with past practice and shall use reasonable efforts to

preserve intact its business.  Without

limiting the generality of the foregoing, except as otherwise contemplated by

this Agreement or as otherwise agreed to in writing by HTVN, prior to the

Effective Time, Cubico shall not (a) issue, sell or pledge, or authorize or

propose the issuance, sale or pledge of (i) any shares of Capital Stock or any

securities or rights convertible into, exchangeable for, or evidencing the

right to subscribe for, any shares of Capital Stock, or any options, warrants,

calls, rights, commitments or any other agreements of any character to purchase

or acquire any shares of Capital Stock or any securities or rights convertible

into, exchangeable for, or evidencing the right to subscribe for, any such

shares of Capital Stock, other than the issuance of shares of Cubico Common

Stock upon the exercise of outstanding options to purchase Cubico Common Stock

or the issuance of Cubico Common Stock upon the conversion of shares of Cubico

Preferred Stock, or grant or accelerate any right to convert or exchange any

securities of Cubico for Cubico Common Stock, or (ii) any other securities in

respect of, in lieu of, or in substitution for, shares of Cubico Common Stock

outstanding on the date hereof; (b) redeem or otherwise acquire, or propose to

redeem or otherwise acquire, any of the outstanding equity securities of

Cubico, except in the ordinary course of business consistent with past practice

and to the extent not material; (c) declare, set aside or pay any dividend or

other distribution in respect of any shares of Capital Stock; (d) make any

acquisition, by means of a merger or otherwise, of a material amount of assets

or securities, other than acquisitions in the ordinary course consistent with

past practice; (e) agree to any sale, lease, encumbrance or other disposition

of a material amount of assets or securities or any material change in its

capitalization, other than sales or other dispositions in the ordinary course

consistent with past practice; (f) enter into any material contract other than

in the ordinary course of business or agree to any release or relinquishment of

any material contract rights; (g) incur any long-term debt or short-term debt

for borrowed money except for debt incurred in the ordinary course consistent

with past practice; (h) propose or adopt any amendments to its Articles of

Incorporation or Bylaws; (i) enter into any new employment, consulting,

severance or indemnification agreement with any officer, director or key

management employee; or (j) agree in writing or otherwise to take (i) any of

the foregoing actions or (ii) any action which would make any representation or

warranty of the Shareholders herein untrue or incorrect in any material

respect.













 




                7.2           Acquisition Proposals.

From and after the date hereof, Cubico shall not, directly or indirectly, and

shall instruct its officers, directors, employees, agents or advisors or other

representatives or consultants not to, directly or indirectly, solicit or

initiate any proposals or offers from any person relating to any acquisition or

purchase of all or a material amount of the assets of, or any securities of, or

any merger, consolidation or business combination with, Cubico.




 




                7.3           Access to Information.  Between the date hereof and the Effective

Time, Cubico shall (a) give HTVN and its authorized representatives such access

during regular business hours to Cubico’s books, records, properties, personnel

and to such other information as HTVN reasonably request and shall instruct

Cubico’ independent public accountants to provide access to their work papers

and such other information as HTVN may reasonably request, and (b) cause its officers

to furnish HTVN with such financial and operating data and other information

with respect to the business and properties of Cubico as HTVN may reasonably

request.




 




                7.4           Best Efforts.  Upon the terms and subject to the conditions

hereof, all of the parties hereto agree to use their reasonable best efforts to

take, or cause to be taken, all appropriate action, and to do, or cause to be

done, all things necessary, proper or advisable to consummate and make

effective the transactions contemplated by this Agreement and to cooperate in

connection with the foregoing, including using reasonable best efforts (a) to

obtain any necessary waivers, consents and approvals from other parties to

material notes, licenses, agreements, and other instruments and obligations;

(b) to obtain any material consents, approvals, authorizations and permits

required to be obtained under any federal, state or local statute, rule or

regulation; (c) to defend all lawsuits or other legal proceedings challenging

this Agreement or the consummation of the transactions contemplated hereby; and

(d) promptly to effect all necessary filings and notifications.  In case at any time after the Effective Time

any further action is necessary or desirable to carry out the purposes of this

Agreement, the proper officers and directors of the Surviving Corporation shall

take all such action on behalf of Cubico and the Subsidiary.




 




                7.5           Completion of Audit.  Cubico agrees to complete the audit

currently being conducted by the American Express Tax and Business Services

unit of the American Express Company as of and for the year ended March 31,

2001 (the “Audit”).  Once the Audit has

been completed, Cubico agrees to deliver promptly to HTVN copies of the

resulting audited financial statements (the “Audited Financial Statements”).













 




                7.6           Voting Agreement.  Each Shareholder agrees to vote all shares

of Cubico Common Stock owned by such Shareholder in favor of the Merger.  The voting obligations imposed by this

Section 7.6 are secured by the proxy granted in this Section 7.6, and the

holders of such proxy shall be entitled to exercise such proxy to fulfill the

voting obligations under this Section 7.6 of the grantors of such proxy.  Each Shareholder, by these presents does

hereby irrevocably make, constitute and appoint the James A. Ryffel and Doug

Miller, acting collectively or singly, as such Shareholder’s  true and lawful proxies, agents and

attorneys–in–fact for the limited purpose and with the limited

authority as herein expressed, to act for, on behalf of, and in such

Shareholder’s name, place and stead, hereby giving and granting to said

proxies, agents and attorneys–in–fact full power and authority,

acting collectively or singly, to vote on behalf of such Shareholder in favor

of the Merger to fulfill the voting obligations of such Shareholder pursuant to

this Section 7.6 above.  The proxy

granted by this Section 7.6 is irrevocable, but shall automatically terminate

upon the earlier to occur of the termination of this Agreement or the

consummation of the Merger.  The proxy

granted by this Section 7.6 is coupled with an interest by virtue of the voting

agreement provided for in this Section 7.6 above and certain other matters as

well.  All certificates representing

Cubico Common Stock now owned or that may hereafter be acquired by a

Shareholder shall, at the request of HTVN, be endorsed on the back thereof with

a legend describing the voting obligations imposed and the proxy granted by

this Section 7.6.




 




                7.7           Piggy-Back Registration Rights.




 




                (a)           For purposes of this Section 7.7, all

shares of HTVN Common Stock being issued in connection with Merger are referred

to as the “Registrable Shares” and the persons who are to receive Registrable

Shares are referred to as singly as a “Selling Stockholder” and collectively as

the “Selling Stockholder.”




 




                (b)           If at any time within one year after

the date of the Closing (in the case of any shareholder of Cubico other than

the Shareholders) or within two years after the date of the Closing (in the

case of a Shareholder) HTVN proposes to register any HTVN Common Stock under

the Securities Act of 1933, as amended (the “Act”), for sale to the public for

cash (and not for issuance pursuant to an employee benefit plan or in

connection with an acquisition of another company or business), HTVN shall give

written notice to the Selling Stockholders of its intention so to do at least

20 days prior to filing the related registration statement (the “Registration

Statement”).  Upon the written request

of a Selling Stockholder, given within 10 days after receipt of any such

notice, to register any Registrable Shares, HTVN shall use its best efforts to

cause all Registrable Shares, as to which registration shall have been so

requested, to be included in the securities to be covered by the Registration

Statement, all to the extent requisite to permit the sale or other disposition

by the Selling Stockholder of the Registrable Shares requested to be so

registered; provided, however, that:




 




                                (i)  If, at any time after giving such written

notice of its intention to register any securities and prior to the effective

date of the Registration Statement, HTVN shall determine for any reason not to

register such securities, HTVN may, at its election, give written notice of

such determination to the Selling Stockholders, and thereupon HTVN shall be

relieved of its obligation to register any Registrable Shares in connection

with such registration;













 




                                (ii)  If such registration involves an

underwritten offering, the Selling Stockholders must sell their Registrable

Shares to the underwriters selected by HTVN on the same terms and conditions as

apply to HTVN (except as otherwise agreed to by HTVN in writing); and




 




                                (iii)  HTVN shall be obligated to keep the

Registration Statement effective only for six months after its initial

effective date.




 




The number of Registrable Shares to be included in an

underwritten offering may be reduced, pro rata among all HTVN’s stockholders

selling shares in the offering, in a ratio equal to the respective amounts of

shares proposed to be sold by such stockholders, if and to the extent that the

managing underwriter shall advise the Selling Stockholders and HTVN by letter

of its belief that the number of securities requested to be registered exceeds

the number that can be sold in (or during the term of) such offering without

adversely affecting the marketing of the securities to be sold by HTVN.




 




                (c)           In connection with the registration

provided for hereunder, the Selling Stockholders shall use reasonable efforts

to cooperate with HTVN and shall furnish to HTVN in writing such information

with respect to it and its proposed distribution as shall be reasonably

necessary in order to assure compliance with federal and applicable state

securities laws.




 




                (d)           HTVN shall pay all expenses incurred

by HTVN in complying with its registration obligations pursuant to this

Agreement, including, without limitation, all registration, qualification, and

filing fees, blue sky fees and expenses, printing expenses, fees and

disbursements of counsel and independent public accountants for HTVN, all

expenses of the underwriter customarily paid by issuers or sellers of

securities (including fees of the National Association of Securities Dealers,

Inc.), transfer taxes, escrow fees, fees of transfer agents and registrars, and

costs of insurance.  The Selling

Stockholders shall pay all underwriting discounts and selling commissions

applicable to the sale of the Registrable Shares being registered.




 




                (e)           (i) 

HTVN shall protect, indemnify and hold the Selling Stockholders, and

their respective officers, directors, stockholders, attorneys, accountants,

employees, affiliates, successors and assigns, harmless from any and all

demands, claims, actions, causes of actions, lawsuits, proceedings,

investigations, judgments, losses, damages, injuries, liabilities, obligations,

expenses and costs (including costs of litigation and attorneys’ fees), arising

out of or based upon (aa) any untrue statement or alleged untrue statement of

any material fact contained in or incorporated by reference into the

Registration Statement, any preliminary prospectus or final prospectus

contained therein, or any amendment or supplement thereto, (bb) the omission or

alleged omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading, or (cc) any

material violation by HTVN of any rule or regulation promulgated under Act

applicable to HTVN and relating to action or inaction by HTVN in connection

with any such registration; provided, however, that HTVN shall not be liable in

the case of (aa) and (bb) above if and to the extent that the event otherwise

giving rise to indemnification arises out of or is based upon an untrue

statement or alleged untrue statement or omission or alleged omission made in

conformity with information furnished by a person otherwise entitled to

indemnification in writing specifically for use in the Registration Statement

or prospectus or information contained in a writing that has been expressly

approved by a person otherwise entitled to indemnification.













 




                                (ii)   Each Selling Stockholder shall protect,

indemnify and hold HTVN and its officers, directors, stockholders, attorneys,

accountants, employees, affiliates, successors and assigns, harmless from any

and all demands, claims, actions, causes of actions, lawsuits, proceedings,

investigations, judgments, losses, damages, injuries, liabilities, obligations,

expenses and costs (including costs of litigation and attorneys’ fees), arising

out of or based upon (aa) any untrue statement or alleged untrue statement of

any material fact contained in or incorporated by reference into the

Registration Statement, any preliminary prospectus or final prospectus

contained therein, or any amendment or supplement thereto, (bb) the omission or

alleged omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading, or (cc) any

material violation by such Selling Stockholder of any rule or regulation promulgated

under the Act applicable to such Selling Stockholder and relating to action or

inaction by such Selling Stockholder in connection with any such registration;

provided, however, that such Selling Stockholder shall be liable in the case of

(aa) and (bb) above only if and to the extent that the event giving rise to

indemnification arises out of or is based upon an untrue statement or alleged

untrue statement or omission or alleged omission made in conformity with

information furnished by such Selling Stockholder in writing specifically for

use in the Registration Statement or prospectus or information contained in a

writing that has been expressly approved by such Selling Stockholder.




 




                                (iii)   Promptly after receipt by an indemnified

party under this Section (e) of notice of the threat or commencement of any

action, such indemnified party shall, if a claim in respect thereof is to be

made against an indemnifying party hereunder, notify each such indemnifying

party in writing thereof, but the omission so to notify an indemnifying party

shall not relieve it from any liability which it may have to any indemnified

party to the extent that the indemnifying party is not prejudice as a result

thereof.  In case any such action shall

be brought against any indemnified party and it shall notify an indemnifying

party of the commencement thereof, the indemnifying party shall be entitled to

participate in and, to the extent it shall wish, to assume and undertake the

defense thereof with counsel reasonably satisfactory to such indemnified party,

and, after notice from the indemnifying party to such indemnified party of its

election so to assume and undertake the defense thereof, the indemnifying party

shall not be liable to such indemnified party under this Section (e) for any

legal expenses subsequently incurred by such indemnified party in connection

with the defense thereof other than reasonable costs of investigation and of

liaison with counsel so elected; provided, however, that, if the defendants in

any such action include both an indemnified party and an indemnifying party and

the related indemnified party shall have reasonably concluded that there may be

reasonable defenses available to it which are different from or additional to

those available to the indemnifying party or if the interests of the

indemnified party reasonably may be believed to conflict with the interests of

the indemnifying party, the indemnified party shall have the right to select

separate counsel and to assume such legal defenses and otherwise to participate

in the defense of such action, with the expenses and fees of such separate

counsel and other expenses related to such participation to be reimbursed by

the indemnifying party as incurred.  No

indemnifying party shall be subject to any liability for any settlement made

without consent which shall not be unreasonably withheld.  No indemnifying party shall consent to the

entry of any judgment or enter into any settlement which does not include as an

unconditional term thereof the giving by the claimant or plaintiff to such

indemnified party of a release from all liability with respect to such claim or

litigation.













 




                                (iv)          If the indemnification provided for in

this Section 7.7 to any person is unavailable to or insufficient to hold

harmless such indemnified party in respect of any losses, claims, damages,

expenses or liabilities (or actions in respect thereof) referred to therein for

any reason other than as specified herein, then the party required to provide

indemnification under this Section 7.7 shall contribute to the amount paid or

payable by such indemnified party as a result of such losses, claims, damages,

expenses or liabilities (or actions in respect thereof) in such proportion as

is appropriate to reflect the relative fault of the indemnifying party on the

one hand and the indemnified parties on the other in connection with the

statements or omissions which resulted in such losses, claims, damages,

expenses or liabilities (or actions in respect thereof), as well as any other

relevant equitable considerations.  The

relative fault shall be determined by reference to, among other things, whether

the untrue or alleged untrue statement of a material fact or the omission or

alleged omission to state a material fact relates to information supplied by

the indemnified party and the parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent such statement or

omission.  With respect to any

indemnified party, such relative fault shall also be determined by reference to

the extent (if any) to which such losses, claims, damages, expenses or

liabilities result from the fact that such indemnified party sold HTVN Common

Stock to a person to whom there was not sent or given, at or prior to the

written confirmation of such sale, a copy of the prospectus (or of the

prospectus as then amended or supplemented if HTVN has previously furnished

copies thereof to such indemnified party). 

The amount paid or payable by an indemnified party as a result of the

losses, claims, damages, expenses or liabilities (or actions in respect

thereof) referred to above in this paragraph (iv) shall be deemed to include

any legal or other expenses reasonably incurred by such indemnified party in

connection with investigating or defending any such action or claim.  No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of Act) shall be

entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation.




 




                7.8           Public Disclosure. 

Unless otherwise required by law (including, without limitation, securities

laws) or, as to HTVN, by the rules and regulations of the Nasdaq National

Market, prior to the Effective Time, HTVN, the Subsidiary and Cubico shall

consult with each other before making any disclosure (whether or not in

response to an inquiry) of the subject matter of this Agreement, the

transactions contemplated hereby or of any documents or other confidential

information provided by either party, and no public announcement or press

release regarding the subject matter of this Agreement or the transactions

contemplated thereby shall be made by any party hereto unless approved by HTVN

and Cubico prior to release, provided that such approval shall not be

unreasonably withheld.




 




                7.9           Reorganization Matters.  The parties hereto intend (a) the Merger to

qualify as a reorganization within the meaning of Section 368(a) of the

Internal Revenue Code of 1986, as amended (the “Code”) and (b) by executing

this Agreement, to adopt a plan of reorganization within the meaning of Section

354(a) of the Code.  Neither HTVN,

Cubico nor any of their respective affiliates shall take any action that would

cause the Merger to fail to qualify as a reorganization within the meaning of

Section 368(a) of the Code.













 




                7.10         Employee Benefit Plans.  On and after the Effective Time, HTVN shall,

and shall cause its affiliates, to arrange for each participant (including

without limitation all dependents) in the Cubico Employee Benefit Plans

(“Cubico Participants”) to participate in a substantially similar plan, as

determined on a plan-by-plan basis, of HTVN (or its applicable affiliate)

(“HTVN Plans”).  Each employee that will

continue on in the service of HTVN or any of its affiliates following the

Effective Time (“Continuing Employees”) shall, to the extent permitted by law

and applicable tax qualification requirements, and subject to any generally

applicable break in service or similar rule, receive credit for all purposes

(including without limitation) for eligibility to participate and vesting under

HTVN Plans for years of service with Cubico (and its subsidiaries and

predecessors) prior to the Effective Time. 

HTVN shall then cause any and all pre-existing condition (or

actively-at-work or similar) limitations, eligibility waiting periods and

evidence of insurability requirements under any group health plans to be waived

with respect to such Cubico Participants and their eligible dependents and

shall provide them with credit for any co-payments, deductibles, and offsets

(or similar payments) prior to the Effective Time for purposes of satisfying

any applicable deductible, out-of-pocket, or similar requirements under any

HTVN Plans in which they are eligible to participate after the Effective Time.




 




ARTICLE 8




INDEMNIFICATION




 




                8.1  Survival of Representations and Warranties.  All of the representations and warranties

made by the parties hereto in this Agreement or pursuant hereto, shall be

continuing and shall survive the closing hereof and the consummation of the

transactions contemplated hereby, notwithstanding any investigation at any time

made by or on behalf of any party hereto.




 




                8.2  Indemnification by Shareholders.  Each Shareholder, jointly and severally,

shall protect, indemnify and hold harmless HTVN, the Subsidiary and the

Surviving Corporation, from any and all demands, claims, actions, causes of

actions, lawsuits, proceedings, judgments, losses, damages, injuries,

liabilities, obligations, expenses and costs (including costs of litigation and

attorneys’ fees), arising from any breach of any agreement, representation or

warranty made by either Shareholder in this Agreement.




 




                8.3  Indemnification by the Subsidiary.  The Subsidiary shall protect, indemnify and

hold harmless Cubico and each Shareholder, from any and all demands, claims,

actions, causes of actions, lawsuits, proceedings, judgments, losses, damages,

injuries, liabilities, obligations, expenses and costs (including costs of

litigation and attorneys’ fees), arising from any breach of any agreement,

representation or warranty made by the Subsidiary in this Agreement.




 




                8.4  Indemnification by HTVN.  HTVN shall protect, indemnify and hold

harmless Cubico and each Shareholder, from any and all demands, claims,

actions, causes of actions, lawsuits, proceedings, judgments, losses, damages,

injuries, liabilities, obligations, expenses and costs (including costs of

litigation and attorneys’ fees), arising from any breach of any agreement,

representation or warranty made by HTVN in this Agreement.




 




                8.5           Limitation on Liability.




 




                (a)           A party shall be liable to another

party under this Article 8 only to the extent that the amount of claims for

which the indemnified party is entitled to indemnification from the

indemnifying party hereunder exceeds $75,000.00.













 




                (b)           The liability of an indemnifying

party to an indemnified party under this Article 8 shall be limited to an

amount equal to the product obtained by multiplying 1,000,000 times the closing

price of HTVN Common Stock on the trading date preceding the Closing Date (such

closing price being referred to hereinafter as the “Closing Price”).




 




                (c)           To the extent that the Shareholders

are found to be liable under Section 8.2 above, the Shareholders shall be

entitled to elect to satisfy such liability by means of HTVN Common Stock by

giving written notice of such election to the indemnified party and by

remitting to the indemnified party the lesser of (i) a number of shares of HTVN

Common Stock having an aggregate market value, as of the close of the date

preceding the notice required by this subsection (c), equalling the amount of

the liability, or (ii) a number of shares of HTVN Common Stock which when

multiplied by the Closing Price equals the amount of the liability, however in

no instance shall each Shareholder be liable for any amount greater than

500,000 shares of HTVN Common Stock.




 




ARTICLE 9




CONDITIONS TO CLOSING




 




                9.1           Conditions to the Parties’

Obligations to Close.  The

respective obligations of Cubico, the Subsidiary and HTVN to enter into the

Merger are subject to the satisfaction at or prior to the Effective Time of the

following conditions:




 




                (a)           This Agreement and the Merger shall

have been authorized and approved by the shareholders of Cubico in accordance

with the provisions of Section 1201 of the CCC, by the sole shareholder of the

Subsidiary in accordance with Section 252 of the DGCL; and




 




                (b)           As of the Effective Time, no action,

suit or proceeding shall have been instituted or, to the knowledge of the

parties, be pending or threatened before any court or other governmental body

by any public agency or governmental authority seeking to restrain, enjoin or

prohibit the consummation of the transactions contemplated hereby or to seek

damages or other relief in connection therewith against any officer or director

of Cubico, the Subsidiary or HTVN; and




 




                (c)           The affirmative vote of at least 95%

of the outstanding shares of Cubico Common Stock; and




 




                (d)           HTVN shall have secured a commitment

for a debt or equity round of financing of at least $15,000,000 prior to the

Latest Closing Date.




 




                9.2           Further Conditions to Cubico’s and

Shareholders’ Obligations to Close. 

The obligations of Cubico and the Shareholders to enter into the Merger

are further subject to the satisfaction at or prior to the Effective Time of

the following conditions:













 




                (a)           each of the representations and

warranties of HTVN and the Subsidiary contained in this Agreement shall be true

and correct in all material respects at and as of the Closing as if each such

representation and warranty were made at and as of the Closing, HTVN and the

Subsidiary shall have performed in all respects all agreements and covenants

required by this Agreement to be performed by them separately or collectively

prior to or at the Closing, and at the Closing there shall be delivered to

Shareholders and Cubico customary bring–down certificates (each dated as

of the Closing, signed by HTVN and the Subsidiary) to the foregoing effects;

and




 




                (b)           All holders of Cubico’s Preferred

Stock shall have waived their liquidation preference as provided for in

Cubico’s Articles of Incorporation or shall have converted the Preferred Stock

held by them into shares of Cubico Common Stock, so that all shares of HTVN

Common Stock being issued in connection with the Merger shall be distributed pro

rata to all Cubico shareholders; and




 




                (c)           The legal research and analysis as to

the availability and anticipated perfection of exemptions from all applicable

Federal and state securities offering registration requirements relating to the

issuance of the HTVN Common Stock in connection with the Merger shall have been

completed and shall be satisfactory to Cubico; and




 




                (d)           Each of the persons whose name

appears on Schedule 9.3(f) hereto shall have entered into an

Employment Agreements in the form of Exhibit 9.3(f) hereto,

providing for employment with the Subsidiary of the person who is the employee

thereunder, for the salary and period of time indicated on Schedule 9.3(f)

hereto with respect to such person; and




 




                (e)           Hector Saldaña shall have entered

into a Consulting Agreement in the form of Exhibit 9.3(g) hereto.




 




                9.3           Further Conditions to the

Subsidiary’s and HTVN Obligations to Close.  The obligations of the Subsidiary and HTVN

to enter into the Merger are further subject to the satisfaction at or prior to

the Effective Time of the following conditions:




 




                (a)           each of the representations and

warranties of the Shareholders contained in this Agreement shall be true and

correct in all material respects at and as of the Closing as if each such

representation and warranty were made at and as of the Closing, Shareholders

and Cubico shall have performed in all respects all agreements and covenants

required by this Agreement to be performed by them separately or collectively

prior to or at the Closing, and at the Closing there shall be delivered to HTVN

and the Subsidiary customary bring–down certificates (each dated as of

the Closing, signed by Shareholders and Cubico) to the foregoing effects; and




 




                (b)           The business, legal, technical and

financial due diligence of Cubico shall have been completed and shall be

satisfactory to HTVN in its sole discretion; and




 




                (c)           The Audit shall have been completed

and the Audited Financial Statements shall not materially adversely differ from

the Financial Statement; and













 




                (d)           The legal research and analysis as to

the availability and anticipated perfection of exemptions from all applicable

Federal and state securities offering registration requirements relating to the

issuance of the HTVN Common Stock in connection with the Merger shall have been

completed and shall be satisfactory to HTVN in its sole discretion; and




 




                (e)           Hector Saldaña shall have entered

into a Covenant Not to Compete in the form of Exhibit 9.3(e)

hereto; and




 




                (f)            Luis Saldaña shall have entered into

an Employment Agreement in the form of Exhibit 9.3(f) hereto, providing

for employment with the Subsidiary, for the salary and period of time indicated

on Schedule 9.3(f) hereto with respect to such person; and




 




                (g)           Hector Saldaña shall have entered

into a Consulting Agreement in the form of Exhibit 9.3(g) hereto; and




 




                (h)           Each Shareholder shall have entered

into a Release in the form of Exhibit 9.3(h) hereto; and




 




                (i)            Luis Saldaña shall have entered into

a Non-Solicitation Agreement in the form of Exhibit 9.3(i) hereto;

and




 




                (j)            The Subsidiary and HTVN shall have

received all necessary consents to the Merger from HTVN’s senior lender or all

amounts owed to such senior lender shall have been paid in full such that no

such consent is required from it.




 




ARTICLE 10




ABANDONMENT OF MERGER




 




                10.01       Termination.  Notwithstanding anything contained in this

Agreement to the contrary, this Agreement may be terminated and the Merger

abandoned at any time prior to the Effective Time, whether before or after

adoption and approval of this Agreement by the shareholders of Cubico:




 




                (a)           By mutual consent of the Boards of

Directors of Cubico, the Subsidiary and HTVN; or




 




                (b)           By the Board of Directors of Cubico

if any of the conditions set forth in Section 9.1 or 9.2 are not satisfied in

any respect or waived by Cubico on or before the Closing, or if the Closing has

not occurred before the end of business hours on the Latest Closing Date, other

than due to a breach of this Agreement by Cubico; or




 




                (c)           By the Boards of Directors of HTVN

and the Subsidiary if any of the conditions set forth in Section 9.1 or 9.3 are

not satisfied in any respect or waived by HTVN and the Subsidiary on or before

the Closing, or if the Closing has not occurred before the end of business

hours on the Latest Closing Date, other than due to a breach of this Agreement

by either of HTVN or the Subsidiary.













 




                10.2         Termination Fee.  If the Closing has not occurred before the end of business hours

on the Latest Closing Date, other than due to a breach of this Agreement by

Cubico or as a result of the termination of this Agreement by HTVN or the

Subsidiary pursuant to Section 10.1(c) above, then HTVN shall issue to Cubico 2,798,167 shares of HTVN Common Stock (the “Termination

Fee”), which Termination Fee may be waived in writing by Cubico, whereupon no

party shall have any further obligations under this Agreement.




 




                10.3         Effect of Termination.  If this Agreement is terminated pursuant to

Section 10.01 above, this Agreement shall become wholly void and of no force or

effect, without any liability or further obligation on the part of Cubico,

either Shareholder, the Subsidiary or HTVN, and no party hereto shall have any

claim against any other party hereto for such termination or event giving rise

to the right to terminate, each party hereto hereby acknowledging that the

right to terminate is the sole remedy for a breach of a representation or

warranty or other event resulting in the failure of the Closing to occur.




 




ARTICLE 11




MISCELLANEOUS PROVISIONS




 




                11.1         Complete Agreement. This

Agreement contains a complete and exclusive statement of the agreement of the

parties with respect to the subject matter hereof, and all prior negotiations

and agreements between the parties are superseded by this Agreement.




 




                11.2         Waiver and Amendment. Any

representation, warranty, covenant, term or condition of this Agreement which

may legally be waived, may be waived, or the time of performance thereof

extended, at any time by the party entitled to the benefit thereof, and any

term, condition or covenant hereof (including, without limitation, the period

during which any condition is to be satisfied or any obligation performed) may

be amended by the parties at any time. 

Any waiver, extension or amendment shall be evidenced by any instrument

in writing executed on behalf of the appropriate party or parties or on its

behalf by its Chairman, President or any Vice President or other person who has

been authorized by its Board of Directors to execute waivers, extensions or

amendments on its behalf.




 




                11.3         Assignment; Binding Effect.

This Agreement may not be assigned by either party without the written consent

of the other party. This Agreement shall be binding upon and inure to the

benefit of the parties and their respective successors and permitted assigns.




 




                11.4         Notices.  Any notice, demand, claim or other

communication under this Agreement shall be in writing and shall be deemed to

have been given upon the delivery or mailing thereof, as the case may be, if

delivered personally or sent by certified mail, return receipt requested,

postage prepaid, to the parties at such address as a party may specify by

notice to the other.




 




                11.5         Governing Law. AS TO ALL

MATTERS OF LAW, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH DELAWARE LAW, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE BE APPLICABLE

UNDER PRINCIPLES OF CONFLICTS OF LAW.













 




                11.6         Headings. Any headings in

this Agreement are solely for convenience of reference and shall not affect its

interpretation.




 




                11.7         Execution of Counterparts.

This Agreement may be executed in several counterparts, each of which shall be

deemed an original and all of which together shall constitute one and the same

instrument.




 




                11.8         Severability. If any

provision of this Agreement is held or deemed to be, or in fact is, invalid,

inoperative or unenforceable for any reason, this Agreement shall be construed

as though such invalid, inoperative or unenforceable provision had never been

contained in this Agreement.




 




 




 




 




 




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 




 













 




                IN

WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement

on the day and year first above written.




 




	

  “HTVN”


  	

   


  	

  “SUBSIDIARY”


  
	

   


  	

   


  	

   


  
	

  HISPANIC

  TELEVISION NETWORKS, INC.,


  	

   


  	

  CUBICO.COM

  ACQUISITION, INC.


  
	

  a Delaware corporation


  	

   


  	

  a Delaware corporation to be formed


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:_/s/James S. Ryffel


  	

   


  	

  By:  /s/ James

  A. Ryffel


  
	

  Name: James A. Ryffel


  	

   


  	

  Name: James A. Ryffel


  
	

  Title: 

  Chairman


  	

   


  	

  Title: 

  Chairman


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  “CUBICO”


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  CUBICO.COM,

  INC.,


  	

   


  	

   


  
	

  a California corporation


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:  /s/ Hector

  Saldana


  	

   


  	

   


  
	

  Name: Hector Saldaña


  	

   


  	

   


  
	

  Title: President and Chief Executive Officer


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  “SHAREHOLDERS”


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/ Hector Saldana


  	

   


  	

   


  
	

  Hector Saldaña


  	

   


  	

  Luis Saldaña


  





 













 




EXHIBIT A




 




CERTIFICATE OF INCORPORATION




 




OF




 




CUBICO.COM ACQUISITION, INC.




 




                First:  The name of the Corporation is Cubico.com

Acquisition, Inc.




 




                Second:  The name and address of the registered agent

for service of process on the Corporation in the State of Delaware is

Corporation Service Company, 1013 Center Road, New Castle County, Wilmington,

Delaware 19805.




 




                Third:  The nature of the business, objects and

purposes to be transacted, promoted or carried on by the Corporation is to

engage in any lawful act or activity for which corporations may be organized

under the General Corporation Law of Delaware.




 




                Fourth:  The total number of shares of capital stock

which the Corporation shall have authority to issue is Sixty Million

(60,000,000), divided into Fifty Million (50,000,000) shares of Common Stock of

the par value of one cent ($0.01) per share and Ten Million (10,000,000) shares

of Preferred Stock of the par value of one cent ($0.01) per share.




 




                                A.   No holder of Common Stock or Preferred

Stock of the Corporation shall have any pre–emptive, preferential, or other

right to purchase or subscribe for any shares of the unissued stock of the

Corporation or of any stock of the Corporation to be issued by reason of any

increase of the authorized capital stock of the Corporation or of the number of

its shares, or of any warrants, options, or bonds, certificates of

indebtedness, debentures, or other securities convertible into or carrying

options or warrants to purchase stock of the Corporation or of any stock of the

Corporation purchased by it or its nominee or nominees or other securities held

in the treasury of the Corporation, whether issued or sold for cash or other

consideration or as a dividend or otherwise, other than such rights, if any, as

the Board of Directors in its discretion from time to time may grant and at

such price as the Board of Directors in its discretion may fix.




 




                                B.   The holders of Common Stock shall have the

right to one vote per share on all questions to the exclusion of all other

classes of stock, except as by law expressly provided or as otherwise herein

expressly provided with respect to the holders of any other class or classes of

stock.




 




                                C.   The Board of Directors is authorized,

subject to limitations prescribed by law, by resolution or resolutions to

provide for the issuance of shares of Preferred Stock in series, and by filing

a certificate pursuant to the General Corporation Law of Delaware, to establish

from time to time the number of shares to be included in each such series, and

to fix the designation, powers, preferences, and rights of the shares of each

such series and the qualifications, limitations or restrictions thereof.  The authority of the Board with respect to

each series shall include, but not be limited to, determination of the following:













 




                                (1)  The number of shares constituting that

series and the distinctive designation of that series;




 




                                (2)  The dividend rights and dividend rate on the

shares of that series, whether dividends shall be cumulative, and, if so, from

which date or dates, and the relative rights of priority, if any, of payment of

dividends on shares of that series;




 




                                (3)  Whether that series shall have voting

rights, in addition to the voting rights provided by law, and, if so, the terms

of such voting rights;




 




                                (4)  Whether that series shall have conversion or

exchange privileges, and, if so, the terms and conditions of such conversion or

exchange including provision for adjustment of the conversion or exchange rate

in such events as the Board of Directors shall determine;




 




                                (5)  Whether or not the shares of that series

shall be redeemable, and, if so, the terms and conditions of such redemption,

including the date or date upon or after which they shall be redeemable, and

the amount per share payable in cash on redemption, which amount may vary under

different conditions and at different redemption dates;




 




                                (6)  Whether that series shall have a sinking

fund for the redemption or purchase of shares of that series, and, if so, the

terms and amount of such sinking fund;




 




                                (7)  The rights of the shares of that series in

the event of voluntary or involuntary liquidation, dissolution or winding up of

the corporation, and the relative rights of priority, if any, of payment of

shares of that series;




 




                                (8)  Any other relative rights, preferences and

limitations of that series; or




 




                                (9)  Any or all of the foregoing terms.




 




                                D.   Except where otherwise set forth in the

resolution or resolutions adopted by the Board of Directors of the Corporation

providing for the issue of any series of Preferred Stock created thereby, the

number of shares comprising such series may be increased or decreased (but not

below the number of shares then outstanding) from time to time by like action

of the Board of Directors of the Corporation. 

Should the number of shares of any series be so decreased, the shares

constituting such decrease shall resume the status which they had prior to

adoption of the resolution originally fixing the number of shares of such

series.




 




                                E.   Shares of any series of Preferred Stock

which have been redeemed (whether through the operation of a sinking fund or

otherwise), purchased or otherwise acquired by the Corporation, or which, if

convertible or exchangeable, have been converted into or exchanged for shares

of stock of any other class or classes, shall have the status of authorized and

unissued shares of Preferred Stock and may be reissued as a part of the series

of which they were originally a part or may be reclassified or reissued as part

of a new series of Preferred Stock to be created by resolution or resolutions

of the Board of Directors or as part of any other series of Preferred Stock,

all subject to the conditions or restrictions adopted by the Board of Directors

of the Corporation providing for the issue of any series of Preferred Stock and

to any filing required by law.













 




                Fifth:  The Corporation is to have perpetual

existence.




 




                Sixth:  The number of directors constituting the

initial Board of Directors is one, and the name and address of the person who

is to serve as director until the first annual meeting of the stockholders or

until their respective successors are elected and qualify are:




 








	

  Name


  	

   


  	

  Mailing Address


  
	

   


  	

   


  	

   


  
	

  James A. Ryffel


  	

   


  	

  6125 Airport Freeway, Suite 200 


  Fort Worth, Texas 76117


  










 




 




                Seventh:  In furtherance and not in limitation of the

powers conferred by the General Corporation Law of Delaware, the Board of

Directors is expressly authorized:




 




                                (1)  To make, alter or repeal the by–laws

of the Corporation.




 




                                (2)  To authorize and cause to be executed

mortgages and liens upon the real and personal property of the Corporation.




 




                                (3)  To set apart out of any of the funds of the

Corporation available for dividends a reserve or reserves for any proper

purpose and to abolish any such reserve in the manner in which it was created.




 




                                (4)  By a majority of the whole Board of

Directors, to designate one or more committees, each committee to consist of

two or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as

alternate members of any committee, who may replace any absent or disqualified

member at any meeting of the committee. 

Any such committee, to the extent provided in the resolution or in the

by–laws of the Corporation, shall have and may exercise the powers of the

Board of Directors in the management of the business and affairs of the

Corporation and may authorize the seal of the Corporation to be affixed to all

papers which may require it; provided, however, the by–laws may provide

that in the absence or disqualification of any member of such committee or

committees, the member or members thereof present at any meeting and not

disqualified from voting, whether or not he or they constitute a quorum, may

unanimously appoint another member of the Board of Directors to act at the

meeting in the place of any such absent or disqualified member.




 




                                (5)  When and as authorized by the affirmative

vote of the holders of a majority of the stock issued and outstanding having

voting power given at a stockholders' meeting duly called upon such notice as

is required by the General Corporation Law of Delaware, or when authorized by

the written consent of the holders of a majority of the voting stock issued and

outstanding, to sell, lease or exchange all or substantially all the property

and assets of the Corporation, including its goodwill and its corporate

franchises, upon such terms and conditions and for such consideration, which

may consist in whole or in part of money or property including securities of

any other corporation or corporations, as the Board of Directors shall deem

expedient and for the best interests of the Corporation.













 




                Eighth:  To the fullest extent permitted by the

General Corporation Law of Delaware as the same exists or may hereafter be

amended, a director of this Corporation shall not be liable to the Corporation

or its stockholders for monetary damages for breach of fiduciary duty as a

director.




 




                Ninth:  This Corporation shall, to the maximum

extent permitted from time to time under the law of the State of Delaware,

indemnify and upon request shall advance expenses to any person who is or was a

party or is threatened to be made a party to any threatened, pending or

completed action, suit, proceeding or claim, whether civil, criminal,

administrative or investigative, by reason of the fact that such person is or

was or has agreed to be a director or officer of this Corporation or any of its

direct or indirect subsidiaries or while such a director or officer is or was

serving at the request of this Corporation as a director, officer, partner,

trustee, employee or agent of any corporation, partnership, joint venture,

trust or other enterprise, including service with respect to employee benefit

plans, against expenses (including attorney's fees and expenses), judgments,

fines, penalties and amounts paid in settlement incurred in connection with the

investigation, preparation to defend or defense of such action, suit,

proceeding or claim; provided, however, that the foregoing shall not require

this Corporation to indemnify or advance expenses to any person in connection

with any action, suit, proceeding, claim or counterclaim initiated by or on

behalf of such person.  Such

indemnification shall not be exclusive or other indemnification rights arising

under any bylaws, agreement, vote of directors or stockholders or otherwise and

shall inure to the benefit of the heirs and legal representatives of such

person.  Any person seeking

indemnification under this Article Ninth shall be deemed to have met the standard

of conduct required for such indemnification unless the contrary shall be

established.




 




                Tenth:  In connection with the exercise of its

judgement in determining what is in the best interest of the Corporation and of

the stockholders, when evaluating a Business Combination, the Board of Directors

of the Corporation is hereby expressly authorized to consider, in addition to

the adequacy of the consideration to be paid in connection with such

transaction, the following factors and any other factors which it deems

relevant, including, without limitation: 

(i) the long term interests of the Corporation's stockholders,

including, among other factors, the consideration being offered in relation to

(a) the then current market price of the Corporation's equity securities and

the historical range of such prices, (b) the then current value of the

Corporation in a freely negotiated transaction, and (c) the Board of Directors'

then estimate of the future value of the Corporation as an independent entity;

(ii) the economic, social and legal effects on the Corporation and its

subsidiaries, including, among other factors, such effects on the Corporation's

employees, customers, suppliers and the communities in which they operate or

are located; (iii) the business and financial condition and earnings prospects

of the acquiring person or persons, including, but not limited to, debt service

and other existing financial obligations, financial obligations to be incurred

in connection with the acquisition, and other likely financial obligations of

the acquiring person or persons, and the possible effect of such conditions

upon the Corporation, its subsidiaries, and the other elements of the

communities in which the Corporation and its subsidiaries operate or are

located; and (iv) the competence, experience and integrity of the acquiring

person or person, and its or their management. 

For purposes of this Article Tenth, "Business Combination" is

defined as (a) a tender or exchange offer for any equity securities of the

Corporation, (b) a proposal to merge or consolidate the Corporation with

another company, (c) a proposal to purchase or otherwise acquired all or

substantially all of the properties and assets of the Corporation, or (d) a

proposal to engage in any other similar form of combination with the

Corporation.













 




                Eleventh:  Meetings of stockholders may be held within

or without the State of Delaware, as the by–laws may provide.  The books of the Corporation may be kept

(subject to any provision contained in the General Corporation Law of Delaware)

outside the State of Delaware at such place or places as may be designated from

time to time by the Boards of Directors or in the by– laws of the

Corporation.  Elections of directors

need not be by written ballot unless the by–laws of the Corporation shall

so provide.




 




                Twelfth:  Whenever the vote of stockholders at a

meeting thereof is required or permitted to be taken for or in connection with

any corporate action, the meeting and vote of stockholders may be dispensed

with and such action may be taken with the written consent of stockholders

having not less than the minimum percentage of the vote required by the General

Corporation Law of Delaware for the proposed corporate action, provided that

prompt notice shall be given to all stockholders of the taking of corporate action

without a meeting and by less than unanimous consent.




 




                Thirteenth:  Whenever a compromise or arrangement is

proposed between this Corporation and its creditors or any class of them and/or

between this Corporation and its stockholders or any class of them, any court

of equitable jurisdiction within the State of Delaware may, on the application

in a summary way of this Corporation or of any creditor or stockholder thereof

or on the application of any receive or receivers appointed for this Corporation

under the provisions of Section 291 of the General Corporation Law of Delaware

or on the application of trustees in dissolution or of any receiver or

receivers appointed for this Corporation under the provision of Section 279 of

the General Corporation Law of Delaware, order a meeting of the creditors or

class of creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, to be summoned in such manner as the said

court directs.  If a majority in number

representing three–fourths in value of the creditors or class of

creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, agree to any compromise or arrangement and to

any reorganization of this Corporation as consequence of such compromise

arrangement, the said compromise or arrangement and the said reorganization

shall, if sanctioned by the court to which the said application has been made,

be binding on all the creditors or class of creditors, and/or on all the stockholders

or class of stockholders, of this Corporation, as the case may be, and also on

this Corporation.




 




                Fourteenth:  The Corporation reserves the right to amend,

alter, change or repeal any provision contained in this Certificate of

Incorporation, in the manner now or hereafter prescribed by the General

Corporation Law of Delaware, and all rights conferred upon stockholders herein

are granted subject to this reservation.




 




                Fifteenth:  The name and mailing address of the

incorporator are:




 








	

  Name


  	

   


  	

  Mailing Address


  
	

   


  	

   


  	

   


  
	

  Randall W. Heinrich


  	

   


  	

  1000 Louisiana, Suite 6905


  Houston, Texas 77002


  










 




 




                THE

UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of

forming a corporation pursuant to the General Corporation Law of the State of

Delaware, does make this Certificate, hereby declaring and certifying that this

is my act and deed and the facts herein stated are true, and accordingly have

hereunto set my hand this _____ day of ____________________, 2001.




 




	

   


  	

   


  
	

   


  	

   


  	

  Randall W. Heinrich,


  
	

   


  	

   


  	

  Incorporator


  
				





 













 




EXHIBIT B




BYLAWS




 




OF




 




CUBICO.COM ACQUISITION, INC.




 




(a Delaware corporation)




 




ARTICLE

I




 




STOCKHOLDERS




 




                                1.

CERTIFICATES REPRESENTING STOCK. 

Certificates representing stock in the corporation shall be signed by,

or in the name of, the corporation by (a) the Chairman or Vice-Chairman of the

Board of Directors, if any, or by the President or a Vice­ President and (b) by

the Treasurer or an Assistant Treasurer or the Secretary or an Assistant

Secretary of the corporation.  Any or

all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or

registrar who has signed or whose facsimile signature has been placed upon a

certificate shall have ceased to be such officer, transfer agent, or registrar

before such certificate is issued, it may be issued by the corporation with the

same effect as if he were such officer, transfer agent, or registrar at the

date of issue.




 




                                Whenever

the corporation shall be authorized to issue more than one class of stock or

more than one series of any class of stock, and whenever the corporation shall

issue any shares of its stock as partly paid stock, the certificates

representing shares of any such class or series or of any such partly paid

stock shall set forth thereon the statements prescribed by the General

Corporation Law.  Any restrictions on

the transfer or registration of transfer of any shares of stock of any class or

series shall be noted conspicuously on the certificate representing such shares.




 




                                The

corporation may issue a new certificate of stock or uncertificated shares in

place of any certificate theretofore issued by it, alleged to have been lost,

stolen, or destroyed, and the Board of Directors may require the owner of the

lost, stolen, or destroyed certificate, or his legal representative, to give

the corporation a bond sufficient to indemnify the corporation against any

claim that may be made against it on account of the alleged loss, theft, or

destruction of any such certificate or the issuance of any such new certificate

or uncertificated shares.




 




                                2.

UNCERTIFICATED SHARES.  Subject to any

conditions imposed by the General Corporation Law, the Board of Directors of

the corporation may provide by resolution or resolutions that some or all of

any or all classes or series of the stock of the corporation shall be

uncertificated shares.  Within a

reasonable time after the issuance or transfer of any uncertificated shares,

the corporation shall send to the registered owner thereof any written notice

prescribed by the General Corporation Law.













 




                                3.

FRACTIONAL SHARE INTERESTS.  The

corporation may, but shall not be required to, issue fractions of a share.  If the corporation does not issue fractions

of a share, it shall (1) arrange for the disposition of fractional interests by

those entitled thereto,  (2) pay in cash

the fair value of fractions of a share as of the time when those entitled to

receive such fractions are determined, or (3) issue scrip or warrants in

registered form (either represented by a certificate or uncertificated) or

bearer form (represented by a certificate) which shall entitle the holder to

receive a full share upon the surrender of such scrip or warrants aggregating a

full share.  A certificate for a

fractional share or an uncertificated fractional share shall, but scrip or

warrants shall not unless otherwise provided therein, entitle the holder to

exercise voting rights, to receive dividends thereon, and to participate in any

of the assets of the corporation in the event of liquidation.  The Board of Directors may cause scrip or

warrants to be issued subject to the conditions that they shall become void if

not exchanged for certificates representing the full shares or uncertificated

full shares before a specified date, or subject to the conditions that the shares

for which scrip or warrants are exchangeable may be sold by the corporation and

the proceeds thereof distributed to the holders of scrip or warrants, or

subject to any other conditions which the Board of Directors may impose.




 




                                4.

STOCK TRANSFERS.  Upon compliance with

provisions restricting the transfer or registration of transfer of shares of

stock, if any, transfers or registration of transfers of shares of stock of the

corporation shall be made only on the stock ledger of the corporation by the

registered holder thereof, or by his attorney thereunto authorized by power of

attorney duly executed and filed with the Secretary of the corporation or with

a transfer agent or a registrar, if any, and, in the case of shares represented

by certificates, on surrender of the certificate or certificates for such

shares of stock properly endorsed and the payment of all taxes due thereon.




 




                                5.

RECORD DATE FOR STOCKHOLDERS.  In order

that the corporation may determine the stockholders entitled to notice of or to

vote at any meeting of stockholders or any adjournment thereof, the Board of

Directors may fix a record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted by the Board of

Directors, and which record date shall not be more than sixty nor less than ten

days before the date of such meeting. 

If no record date is fixed by the Board of Directors, the record date

for determining stockholders entitled to notice of or to vote at a meeting of

stockholders shall be at the close of business on the day next preceding the

day on which notice is given, or, if notice is waived, at the close of business

on the day next preceding the day on which the meeting is held.  A determination of stockholders of record

entitled to notice of or to vote at a meeting of stockholders shall apply to

any adjournment of the meeting; provided, however, that the Board of Directors

may fix a new record date for the adjourned meeting.  In order that the corporation may  determine the stockholders entitled to consent to corporate

action in writing without a meeting, the Board of Directors may fix a record

date, which record date shall not precede the date upon which the resolution

fixing the record date is adopted by the Board of Directors, and which date

shall not be more than ten days after the date upon which the resolution fixing

the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the

record date for determining the stockholders entitled to consent to corporate

action in writing without a meeting, when no prior action by the Board of

Directors is required by the General Corporation Law, shall be the first date

on which a signed written consent setting forth the action taken or proposed to

be taken is delivered to the corporation by delivery to its registered office

in the State of Delaware, its principal place of business, or an officer or

agent of the corporation having custody of the book in which proceedings of

meetings of stockholders are recorded. 

Delivery made to the corporation's registered office shall be by hand or

by certified or registered mail, return receipt requested.  If no record date has been fixed by the

Board of Directors and prior action by the Board of Directors is required by

the General Corporation Law, the record date for determining stockholders

entitled to consent to corporate action in writing without a meeting shall be

at the close of business on the day on which the Board of Directors adopts the

resolution taking such prior action.  In

order that the corporation may determine the stockholders entitled to receive

payment of any dividend or other distribution or allotment of any rights or the

stockholders entitled to exercise any rights in respect of any change,

conversion, or exchange of stock, or for the purpose of any other lawful

action, the Board of Directors may fix a record date, which record date shall

not precede the date upon which the resolution fixing the record date is

adopted, and which record date shall be not more than sixty days prior to such

action.  If no record date is fixed, the

record date for determining stockholders for any such purpose shall be at the

close of business on the day on which the Board of Directors adopts the

resolution relating thereto.













 




                                6.

MEANING OF CERTAIN TERMS.  As used

herein in respect of the right to notice of a meeting of stockholders or a

waiver thereof or to participate or vote thereat or to consent or dissent in

writing in lieu of a meeting, as the case may be, the term "share" or

"shares" or "share of stock" or "shares of stock"

or "stockholder" or "stockholders" refers to an outstanding

share or shares of stock and to a holder or holders of record of outstanding

shares of stock when the corporation is authorized to issue only one class of

shares of stock, and said reference is also intended to include any outstanding

share or shares of stock and any holder or holders of record of outstanding

shares of stock of any class upon which or upon whom the certificate of

incorporation confers such rights where there are two or more classes or series

of shares of stock or upon which or upon whom the General Corporation Law

confers such rights notwithstanding that the certificate of  incorporation may provide for more than one

class or series of shares of stock, one or more of which are limited or denied

such rights thereunder; provided, however, that no such right shall vest in the

event of an increase or a decrease in the authorized number of shares of stock

of any class or series which is otherwise denied voting rights under the

provisions of the certificate of incorporation, except as any provision of law

may otherwise require.




 




                                7.

STOCKHOLDER MEETINGS.




 




                                -

TIME.  The annual meeting shall be held

on the date and at the time fixed, from time to time, by the directors,

provided, that the first annual meeting shall be held on a date within thirteen

months after the organization of the corporation, and each successive annual

meeting shall be held on a date within thirteen months after the date of the

preceding annual meeting.  A special

meeting shall be held on the date and at the time fixed by the directors.




 




                                -

PLACE.  Annual meetings and special

meetings shall be held at such place, within or without the State of Delaware,

as the directors may, from time to time, fix. 

Whenever the directors shall fail to fix such place, the meeting shall

be held at the registered office of the corporation in the State of Delaware.




 




                                -CALL.  Annual meetings and special meetings may be

called by the directors or by any officer instructed by the directors to call

the meeting.  Special meetings must also

be called upon the instruction of one or more stockholders holding singly or

collectively at least 20% of the outstanding common stock in the corporation.













 




                                -NOTICE

OR WAIVER OF NOTICE.  Written notice of

all meetings shall be given, stating the place, date, and hour of the meeting

and stating the place within the city or other municipality or community at

which the list of stockholders of the corporation may be examined.  The notice of an annual meeting shall state

that the meeting is called for the election of directors and for the

transaction of other business which may properly come before the meeting, and

shall (if any other action which could be taken at a special meeting is to be

taken at such annual meeting) state the purpose or purposes.  The notice of a special meeting shall in all

instances state the purpose or purposes for which the meeting is called.  The notice of any meeting shall also

include, or be accompanied by, any additional statements, information, or

documents prescribed by the General Corporation Law.  Except as otherwise provided by the General Corporation Law, a

copy of the notice of any meeting shall be given, personally or by mail, not

less than ten days nor more than sixty days before the date of the meeting,

unless the lapse of the prescribed period of time shall have been waived, and

directed to each stockholder at his record address or at such other address

which he may have furnished by request in writing to the Secretary of the

corporation.  Notice by mail shall be

deemed to be given when deposited, with postage thereon prepaid, in the United

States Mail.  If a meeting is adjourned

to another time, not more than thirty days hence, and/or to another place, and

if an announcement of the adjourned time and/or place is made at the meeting,

it shall not be necessary to give notice of the adjourned meeting unless the

directors, after adjournment, fix a new record date for the adjourned

meeting.  Notice need not be given to

any stockholder who submits a written waiver of notice signed by him before or

after the time stated therein.  Attendance

of a stockholder at a meeting of stockholders shall constitute a waiver of

notice of such meeting, except when the stockholder attends the meeting for the

express purpose of objecting, at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully called or

convened.  Neither the business to be

transacted at, nor the purpose of, any regular or special meeting of the

stockholders need be specified in any written waiver of notice.




 




                                -

STOCKHOLDER LIST.  The officer who has

charge of the stock ledger of the corporation shall prepare and make, at least

ten days before every meeting of stockholders, a complete list of the

stockholders, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the name of each

stockholder.  Such list shall be open to

the examination of any stockholder, for any purpose germane to the meeting,

during ordinary business hours, for a period of at least ten days prior to the

meeting, either at a place within the city or other municipality or community

where the meeting is to be held, which place shall be specified in the notice

of the meeting, or if not so specified, at the place where the meeting is to be

held.  The list shall also be produced

and kept at the time and place of the meeting during the whole time  thereof, and may be inspected by any

stockholder who is present.  The stock

ledger shall be the only evidence as to who are the stockholders entitled to

examine the stock ledger, the list required by this section or the books of the

corporation, or to vote at any meeting of stockholders.




 




                                -

CONDUCT OF MEETING.  Meetings of the

stockholders shall be presided over by one of the following officers in the

order of seniority and if present and acting -- the Chairman of the Board, if

any, the Vice-Chairman of the Board, if any, the President, a Vice-President,

or, if none of the foregoing is in office and present and acting, by a chairman

to be chosen by the stockholders.  The

Secretary of the corporation, or in his absence, an Assistant Secretary, shall

act as secretary of every meeting, but if neither the Secretary nor an

Assistant Secretary is present the Chairman of the meeting shall appoint a

secretary of the meeting.













 




                                -

PROXY REPRESENTATION.  Every stockholder

may authorize another person or persons to act for him by proxy in all matters

in which a stockholder is entitled to participate, whether by waiving notice of

any meeting, voting or participating at a meeting, or expressing consent or

dissent without a meeting.  Every proxy

must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after

three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable

if it states that it is irrevocable and, if, and only as long as, it is coupled

with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless

of whether the interest with which it is coupled is an interest in the stock itself

or an interest in the corporation generally.




 




                                -

INSPECTORS.  The directors, in advance

of any meeting, may, but need not, appoint one or more inspectors of election

to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person

presiding at the meeting may, but need not, appoint one or more

inspectors.  In case any person who may

be appointed as an inspector fails to appear or act, the vacancy may be filled

by appointment made by the directors in advance of the meeting or at the

meeting by the person presiding thereat. 

Each inspector, if any, before entering upon the discharge of his

duties, shall take and sign an oath faithfully to execute the duties of

inspectors at such meeting with strict impartiality and according to the best

of his ability.  The inspectors, if any,

shall determine the number of shares of stock outstanding and the voting power

of each, the shares of stock represented at the meeting, the existence of a

quorum, the validity and effect of proxies, and shall receive votes, ballots,

or consents, hear and determine all challenges and questions arising in

connection with the right to vote, count and tabulate all votes, ballots, or

consents, determine the result, and do such acts as are proper to conduct the

election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector

or inspectors, if any, shall make a report in writing of any challenge,

question, or matter determined by him or them and execute a certificate of any

fact found by him or them.    Except as

otherwise required by subsection (e) of Section 231 of the General Corporation

Law, the provisions of that Section shall not apply to the corporation.




 




                                -

QUORUM.  The holders of a majority of

the outstanding shares of stock shall constitute a quorum at a meeting of

stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the

absence of a quorum.




 




                                -

VOTING.  Each share of stock shall

entitle the holders thereof to one vote. 

Directors shall be elected by a plurality of the votes of the shares

present in person or represented by proxy at the meeting and entitled to vote

on the election of directors.  Any other

action shall be authorized by a majority of the votes cast except where the

General Corporation Law prescribes a different percentage of votes and/or a

different exercise of voting power, and except as may be otherwise prescribed

by the provisions of the certificate of incorporation and these Bylaws.  In the election of directors, and for any

other action,  voting need not be by

ballot.













 




                                8.  STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General

Corporation Law to be taken at any annual or special meeting of stockholders,

or any action which may be taken at any annual or special meeting of

stockholders, may be taken without a meeting, without prior notice and without

a vote, if a consent in writing, setting forth the action so taken, shall be

signed by the holders of outstanding stock having not less than the minimum

number of votes that would be necessary to authorize or take such action at a

meeting at which all shares entitled to vote thereon were present and

voted.  Prompt notice of the taking of

the corporate action without a meeting by less than unanimous written consent

shall be given to those stockholders who have not consented in writing.  Action taken pursuant to this paragraph

shall be subject to the provisions of Section 228 of the General Corporation

Law.




 




                                9.

STOCKHOLDER PROPOSALS.  At an annual or

a special meeting of the stockholders, only such business shall be conducted as

shall have been properly brought before the meeting.  To be properly brought before an annual or special meeting

business must be (a) specified in the notice of meeting (or any supplement

thereto) given by or at the direction of the Chairman of the Board, the

President, or the Board of Directors, (b) otherwise properly brought before the

meeting by or at the direction of the Chairman of the Board, the President, or the

Board of Directors, or (c) otherwise properly brought before the meeting by a

stockholder.




 




                No

proposal by a stockholder shall be presented at an annual or a special meeting

of stockholders unless such stockholder shall provide the Board of Directors or

the Secretary of the corporation with timely written notice of intention to

present a proposal for action at the forthcoming meeting of stockholders, which

notice shall include (a) the name and address of such stockholder, (b) the

number of voting securities he or she holds of record and which he or she holds

beneficially, (c) the text of the proposal to be presented at the meeting, (d)

a statement in support of the proposal, and (e) any material interest of the

stockholder in such proposal.  To be

timely, a stockholder's notice must be delivered to or mailed and received at

the principal executive offices of the corporation, not less than 60 days nor

more than 90 days prior to the meeting; provided, however, that in the event

that less than 70 days' notice or prior public disclosure of the date of the

meeting is given or made to stockholders, notice by the stockholder to be

timely must be so received not later than the close of business on the fifth

(5th) day following the day on which such notice of the date of the annual

meeting was mailed or such public disclosure was made.  Any stockholder may make any other proposal

at an annual or special meeting of stockholders and the same may be discussed

and considered, but unless stated in writing and filed with the Board of

Directors or the Secretary prior to the date set forth above, no action with

respect to such proposal shall be taken at such meeting and such proposal shall

be laid over for action at an adjourned, special, or annual meeting of the

stockholders taking place no earlier than 60 days after such meeting.




 




                This

provision shall not prevent the consideration and approval or disapproval at an

annual meeting of reports of officers, directors, and committees; but in

connection with such reports, no new business shall be acted upon at such

annual meeting unless stated and filed as provided in these Bylaws.  Notwithstanding anything in the Bylaws to

the contrary, no business shall be conducted at any annual or special meeting

except in accordance with the procedures set forth in this these Bylaws.  The chairman of the annual meeting shall, if

the facts warrant, determine and declare to the meeting that business was not

properly brought before the meeting and in accordance with the provisions of

these Bylaws, and if he should so determine, he shall so declare to the meeting

and any such business not properly brought before the meeting shall not be

transacted.













 




                Notwithstanding

any other provision of these Bylaws, the corporation shall be under no

obligation to include any stockholder proposal in its proxy statement materials

or otherwise present any such proposal to stockholders at a special or annual

meeting of stockholders if the Board of Directors reasonably believes the

proponents thereof have not complied with Sections 13 and 14 of the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder, and the corporation shall not be required to include in its proxy

statement material to stockholders any stockholder proposal not required to be

included in its proxy material to stockholders in accordance with such Act,

rules, or regulations.




 




                                10.

NOMINATION OF DIRECTORS.  Only persons

who are nominated in accordance with the procedures of these Bylaws shall be

eligible for election as directors. 

Subject to the rights of holders of any class or series of stock having

a preference over the common stock as to dividends or upon liquidation,

nominations for the election of directors may be made by the Board of Directors

or by any stockholder entitled to vote in the election of directors generally

who complies with the notice procedures set forth in this these Bylaws.  Any stockholder entitled to vote in the

election of directors generally may nominate one or more persons for election

as a director at a meeting only if timely written notice of such stockholder's

intent to make such nomination or nominations has been given, either by

personal delivery or by U.S. mail, first class postage prepaid, return receipt

requested, to the Secretary of the corporation.




 




                To

be timely, a stockholder's notice shall be delivered to or mailed and received

at the principal executive offices of the corporation not less than 60 days nor

more than 90 days prior to the meeting; provided, however, that in the event

that less than 70 days' notice or prior public disclosure of the date of the

meeting is give or made to stockholders, notice by the stockholder to be timely

must be so received not later than the close of business on the fifth (5th) day

following the day on which such notice of the date of the meeting was mailed or

such public disclosure was made.  Each

such notice shall set forth: (a) the name and address of the stockholder who

intends to make the nomination, (b) the name, age, business address, and home

address of the person or persons to be nominated; (c) the principal occupation

of the person or persons nominated; (d) a representation that the stockholder

is a holder of record of stock of the corporation entitled to vote at such

meeting and intends to appear in person or by proxy at the meeting and intends

to appear at the meeting to nominate the person or persons specified in the

notice; (e) a description of all arrangements or understandings between the

stockholder and each nominee and any other person or persons (naming such

person or persons) pursuant to which the nomination or nominations are to be

made by the stockholder; (f) such other information regarding each nominee

proposed by such stockholder as would be required to be included in a proxy

statement filed pursuant to the rules of the Securities and Exchange

Commission, had the nominee been nominated, or intended to be nominated, by the

Board of Directors; and (g) the consent of each nominee to serve as a director

of the corporation if so elected.  At

the request of the Board of Directors any person nominated by the Board of

Directors for election as a Director shall furnish to the Secretary of the

corporation that information required to be set forth in a stockholder's notice

of nomination which pertains to the nominee.













 




                No

person shall be eligible for election as a Director of the corporation unless

nominated in accordance with the procedures set forth in these Bylaws.  The chairman of the meeting shall, if the

facts warrant, determine and declare to the meeting that a nomination was not

made in accordance with the procedures prescribed by the Bylaws, and if he

should so determine, he shall so declare to the meeting and the defective

nomination shall be disregarded.




 




ARTICLE

II




 




DIRECTORS




 




                                1.

FUNCTIONS AND DEFINITION.  The business

and affairs of the corporation shall be managed by or under the direction of

the Board of Directors of the corporation. 

The Board of Directors shall have the authority to fix the compensation

of the members thereof.  The use of the

phrase "whole board" herein refers to the total number of directors

which the corporation would have if there were no vacancies.




 




                                2.

QUALIFICATIONS AND NUMBER.  A director

need not be a stockholder, a citizen of the United States, or resident of the

State of Delaware.  The initial Board of

Directors shall consist of two persons. 

Thereafter the number of directors 

constituting the whole board shall be the number determined by the Board

of Directors, provided, however, that at least one director is always

required.  Subject to the foregoing

limitation and except for the first Board of Directors, such number may be

fixed from time to time by action of the stockholders or of the directors, or,

if the number is not fixed, the number shall be three.  The number of directors may be increased or

decreased by action of the stockholders or of the directors.




 




                                3.

ELECTION AND TERM.  The first Board of

Directors, unless the members thereof shall have been named in the certificate

of incorporation, shall be elected

by the incorporator or incorporators and

shall hold office until the first annual meeting of stockholders and until

their successors are elected and qualified or until their earlier resignation

or removal.  Any director may resign at

any time upon written notice to the corporation.  Thereafter, directors who are elected at an annual meeting of

stockholders, and directors who are elected in the interim to fill vacancies

and newly created directorships, shall hold office until the next annual

meeting of stockholders and until their successors are elected and qualified or

until their earlier resignation or removal. 

Except as the General Corporation Law may otherwise require, in the

interim between annual meetings of stockholders or of special meetings of

stockholders called for the election of directors and/or for the removal of one

or more directors and for the filling of any vacancy in that connection, newly

created directorships and any vacancies in the Board of Directors, including

unfilled vacancies resulting from the removal of directors for cause or without

cause, may be filled by the vote of a majority of the remaining directors then

in office, although less than a quorum, or by the sole remaining director.













 




                                4. MEETINGS.




 




                                -

TIME.  Meetings shall be held at such

time as the Board shall fix, except that the first meeting of a newly elected

Board shall be held as soon after its election as the directors may

conveniently assemble.




 




                                -

PLACE.  Meetings shall be held at such

place within or without the State of Delaware as shall be fixed by the Board.




 




                                -

CALL.  No call shall be required for

regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the

direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,

if any, of the President, or of a majority of the directors in office.




 




                                -  NOTICE OR ACTUAL OR CONSTRUCTIVE

WAIVER.  No notice shall be required for

regular meetings for which the time and place have been fixed.  Written, oral, or any other mode of notice

of the time and place shall be given for special meetings in sufficient time

for the convenient assembly of the directors thereat.  Notice need not be given to any director or to any member of a

committee of directors who submits a written waiver of notice signed by him

before or after the time stated therein. 

Attendance of any such person at a meeting shall constitute a waiver of

notice of such meeting, except when he attends a meeting for the express purpose

of objecting, at the beginning of the meeting, to the transaction of any

business because the meeting is not lawfully called or convened Neither the

business to be transacted at, nor the purpose of, any regular or special

meeting of the directors need be specified in any written waiver of notice.




 




                                -

QUORUM AND ACTION.  A majority of the

whole Board shall constitute a quorum except when a vacancy or vacancies

prevents such majority, whereupon a majority of the directors in office shall

constitute a quorum, provided, that such majority shall constitute at least

one-third of the whole Board.  A

majority of the directors present, whether or not a quorum is present, may

adjourn a meeting to another time and place. 

Except as herein otherwise provided, and except as otherwise provided by

the General Corporation Law, the vote of the majority of the directors present

at a meeting at which a quorum is present shall be the act of the Board.  The quorum and voting provisions herein

stated shall not be construed as conflicting with any provisions of the General

Corporation Law and these Bylaws which govern a meeting of directors held to

fill vacancies and newly created directorships in the Board or action of

disinterested directors.













 




                                Any

member or members of the Board of Directors or of any committee designated by

the Board, may participate in a meeting of the Board, or any such committee, as

the case may be, by means of conference telephone or similar communications

equipment by means of which all persons participating in the meeting can hear

each other.




 




                                -

CHAIRMAN OF THE MEETING.  The Chairman

of the Board, if any and if present and acting, shall preside at all

meetings.  Otherwise, the Vice-Chairman

of the Board, if any and if present and acting, or the President, if present

and acting, or any other director chosen by the Board, shall preside.




 




                                5.

REMOVAL OF DIRECTORS.  Except as may

otherwise be provided by the General Corporation Law, any director or the

entire Board of Directors may be removed, with or without cause, by the holders

of a majority of the shares then entitled to vote at an election of directors.




 




                                6.

COMMITTEES.  The Board of Directors may,

by resolution passed by a majority of the whole Board, designate one or more

committees, each committee to consist of one or more of the directors of the

corporation.  The Board may designate

one or more directors as alternate members of any committee, who may replace

any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any

member of any such committee or committees, the member or members thereof

present at any meeting and not disqualified from voting, whether or not he or

they constitute a quorum, may unanimously appoint another member of the Board

of Directors to act at the meeting in the place of any such absent or

disqualified member.  Any such

committee, to the extent provided in the resolution of the Board, shall have

and may exercise the powers and authority of the Board of Directors in the

management of the business and affairs of the corporation with the exception of

any authority the delegation of which is prohibited by Section 141 of the

General Corporation Law, and may authorize the seal of the corporation to be

affixed to all papers which may require it.




 




                                7.

WRITTEN ACTION.  Any action required or

permitted to be taken at any meeting of the Board of Directors or any committee

thereof may be taken without a meeting if all members of the Board or

committee, as the case may be, consent thereto in writing, and the writing or

writings are filed with the minutes of proceedings of the Board or committee.




 




                                8.

COMPENSATION.  Unless otherwise restric­ted

by the certificate of incorporation, the Board of Directors shall have the

authority to fix the compensation of directors.  No provision of these Bylaws shall be construed to preclude any

director from serving the corporation in any other capacity and receiving

compensation therefor.




 




                                9.

RELIANCE.  Each director and each member

of any committee designated by the Board of Directors shall, in the performance

of his duties, be fully protected in relying in good faith upon the books of

account or reports made to the corporation by any of its officers, or by an

independent certified public accountant, or by an appraiser selected with

reasonable care by the Board of Direc­tors or by any such committee, or in

relying in good faith upon other records of the corporation.













 




ARTICLE

III




 




OFFICERS




 




                                1.

OFFICES AND QUALIFICATIONS.  The

officers of the corporation shall consist of a President, a Secretary, a

Treasurer, and, if deemed necessary, expedient, or desirable by the Board of

Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive

Vice-President, one or more other Vice-Presidents, one or more Assistant

Secretaries, one or more Assistant 

Treasurers, and such other officers with such titles as the resolution

of the Board of Directors choosing them shall designate.  Except as may otherwise be provided in the

resolution of the Board of Directors choosing him, no officer other than the

Chairman or Vice-Chairman of the Board, if any, need be a director.  Any number of offices may be held by the

same person, as the directors may determine.




 




                                2.

TERM.  Unless otherwise provided in the

resolution choosing him, each officer shall be chosen for a term which shall

continue until the meeting of the Board of Directors following the next annual

meeting of stockholders and until his successor shall have been chosen and

qualified.  Any officer may resign at

any time upon written notice to the corporation.  Any officer may be removed, with or without cause, by the Board

of Directors.  Any vacancy in any office

may be filled by the Board of Directors.




 




                                3.

COMPENSATION.  The salaries of all

officers and agents of the corporation shall be fixed by the Board of Directors

or pursuant to its direction; no officer shall be prevented from receiving such

salary by reason of his also being a director.




 




                                4.

AUTHORITY AND DUTIES.  All officers of

the corporation shall have such authority and perform such duties in the

management and operation of the corporation as shall be prescribed in the

resolutions of the Board of Directors designating and choosing such officers

and prescribing their authority and duties, and shall have such additional

authority and duties as are incident to their office except to the extent that

such resolutions may be inconsistent therewith.  In addition to the preceding, the officers of the corporation shall

have the following authority and duties:




 




                                -

CHAIRMAN OF THE BOARD.  The Chairman of

the Board (if such office is created by the Board) shall preside at all

meetings of the Board of Directors or of the stockholders of the corporation.  In the Chairman's absence, such duties shall

be attended to by the Vice Chairman of the Board (if any, but if there is more

than one, the Vice Chairman who is senior in terms of time as such) or (if

there is no Vice Chairman) by the President. 

The Chairman shall formulate and submit to the Board of Directors or the

executive committee (if any) matters of general policy of the corporation and

shall perform such other duties as usually apper­tain to the office or as may

be prescribed by the Board of Direc­tors or the executive committee.




 




                                -

VICE CHAIRMEN OF THE BOARD.  In the

absence of the Chairman of the Board, or in the event of his inability or

refusal to act, the Vice Chairman (if any, but if there is more than one, the

Vice Chairman who is senior in terms of time as such) shall perform the duties

and exercise the powers of the Chairman of the Board, and when acting shall

have all the powers of and be subject to all the restriction upon the Chairman

of the Board.  In the absence of the

Chairman of the Board, such Vice Chairman shall preside at all meetings of the

Board of Directors or of the stockholders of the corporation.  In the Chairman's and Vice Chairmen's

absence, such duties shall be attended to by the President.  The Vice Chairmen shall perform such other

duties, and shall have such other powers, as from time to time may be assigned

to them by the Board of Directors or the executive committee (if any).













 




                                -

PRESIDENT.  The President shall be the

chief executive officer of the corporation and, subject to the control of the

Board of Directors, shall in general manage, supervise and control the

properties, business and affairs of the corporation with all such powers as may

be reasonably incident to such responsibilities.  Unless the Board of Directors otherwise determines, the President

shall have the authority to agree upon and execute all leases, contracts,

evidences of indebtedness and other obligations in the name of the

corporation.  In the absence of the

Chairman of the Board, the President shall preside at all meetings of the

Stockholders and (should he be a director) of the Board of Directors.  He may also preside at any such meeting

attended by the Chairman of the Board if he is so designated by the

Chairman.  He shall have the power to

appoint and remove subordinate officers, agents and employees, except those

elected or appointed by the Board of Directors.  The President shall keep the Board of Directors and the Executive

Committee fully informed and shall consult them concerning the business of the

corpora­tion.  He may sign with the

Secretary or any other officer of the corporation thereunto authorized by the

Board of Directors, certificates for shares of the corporation and any deeds,

bonds, mortgages, contracts, checks, notes, drafts or other instruments which

the Board of Directors has authorized to be executed, except in cases where the

signing and execution thereof has been expressly delegated by these by–laws

or by the Board of Directors to some other officer or agent of the corpora­tion,

or shall be required by law to be otherwise executed.  He shall vote, or give a proxy to any other officer of the

corpora­tion to vote all shares of stock of any other corporation stand­ing in

the name of the corporation and shall exercise any and all rights and powers

which this corporation may possess by reason of its ownership of securities in

such other corporation and in general he shall perform all other duties

normally incident to the office of President and such other duties, and shall

have such other pow­ers, as may be prescribed by the stockholders, the Board of

Directors or the Executive Committee (if any) from time to time.




 




                                -

VICE PRESIDENTS.  In the absence of the

President, or in the event of his inability or refusal to act, the Executive

Vice President (or in the event there shall be no Vice President designated

Executive Vice President, any Vice President designated by the Board) shall

perform the duties and exercise the powers of the President, and when so acting

shall have all the powers of and be subject to all the restrictions upon the

President.  In the absence of a

designation by the Board of Directors of a Vice President to perform the duties

of the President, or in the event of his absence or inability or refusal to

act, the Vice President who is present and who is senior in terms of time as a

Vice President of the corporation shall so act.  Any Vice President may sign, with the Secretary or Assist­ant

Secretary, certificates for shares of the corporation.  The Vice Presidents shall perform such other

duties, and shall have such other powers, as from time to time may be assigned

to them by the President, the Board of Directors or the executive commit­tee

(if any).













 




                                -

SECRETARY.  The Secretary shall (a) keep

the minutes of the meetings of the stockholders, the Board of Directors and

committees of directors; (b) see that all notices are duly given in accordance

with the provisions of these by–laws and as required by law; (c) be

custodian of the corporate records and of the seal of the corporation, and see

that the seal of the corporation or a facsimile thereof is affixed to all

certificates for shares prior to the issue thereof and to all documents, the

execution of which on behalf of the corporation under its seal is duly

authorized in accordance with the provisions of these by–laws and attest

the affixation of the seal of the corporation thereto; (d) keep or cause to be

kept a register of the post office address of each stockholder which shall be

furnished by such stockholder; (e) sign with the President, or an Executive

Vice President or Vice President, certificates for shares of the corporation,

the issue of which shall have been authorized by resolution of the Board of

Directors; (f) have general charge of the stock transfer books of the

corporation, which may be kept (subject to any provision contained in the

General Corporation Law) outside the State of Delaware at such place or places

as may be designated from time to time by the Board of Directors; and (g) in

general, perform all duties normally incident to the office of Secretary and

such other duties, and shall have such other powers, as from time to time may

be assigned to him by the President, the Board of Directors or the executive

committee (if any).




 




                                -

TREASURER.  If required by the Board of

Directors, the Treasurer shall give a bond for the faithful discharge of his

duties in such sum and with such surety or sureties as the Board of Directors

shall determine.  He shall (a) have

charge and custody of and be responsible for all funds and securities of the

corporation; receive and give receipts for moneys due and payable to the

corporation from any source whatso­ever and deposit all such moneys in the name

of the corporation in such banks, trust companies or other depositories as

shall be selected in accordance with the provisions of these Bylaws; (b)

prepare, or cause to be prepared, for submis­sion at each regular meeting of

the Board of Directors, at each annual meeting of the stockholders, and at such

other times as may be required by the Board of Directors, the President or the

executive committee (if any), a statement of financial condition of the

corporation in such detail as may be required; and (c) in general, perform all

the duties incident to the office of Treas­urer and such other duties, and

shall have such other powers, as from time to time may be assigned to him by

the President, the Board of Directors or the executive committee (if any).




 




                                -

ASSISTANT SECRETARY OR TREASURER.  The

Assistant Secretaries and Assistant Treasurers shall, in general, perform such

duties and have such powers as shall be assigned to them by the Secretary or

the Treasurer, respectively, or by the President, the Board of Directors or the

Executive Committee.  The Assistant

Secretaries and Assistant Treasurers shall, in the absence or inability or

refusal to act of the Secretary or Treasurer, respectively, perform all

functions and duties which such absent officers may delegate, but such

delegation shall not relieve the absent officer from the responsibilities and

liabili­ties of his office.  The

Assistant Secretaries may sign, with the President or a Vice President,

certificates for shares of the corporation, the issue of which shall have been

authorized by a resolution of the Board of Directors.  The Assistant Treasurers shall respectively, if required by the

Board of Directors, give bonds for the faithful discharge of their duties in

such sums and with such sureties as the Board of Directors shall determine.













 




ARTICLE

IV




 




INDEMNIFICATION




 




                                1.             INDEMNIFICATION.  This corporation shall, to the maximum

extent permitted from time to time under the law of the State of Delaware,

indemnify and upon request shall advance expenses to any person who is or was a

party or is threatened to be made a party to any threatened, pending or

completed action, suit, proceeding or claim, whether civil, criminal,

administrative or investigative, by reason of the fact that such person is or

was or has agreed to be a director or officer of this corporation or any of its

direct or indirect subsidiaries or while such a director or officer is or was

serving at the request of this corporation as a director, officer, partner,

trustee, employee or agent of any corporation, partnership, joint venture,

trust or other enterprise, including service with respect to employee benefit

plans, against expenses (including attorney's fees and expenses), judgments,

fines, penalties and amounts paid in settlement incurred in connection with the

investigation, preparation to defend or defense of such action, suit,

proceeding or claim; provided, however, that the foregoing shall not require

this corporation to indemnify or advance expenses to any person in connection

with any action, suit, proceeding, claim or counterclaim initiated by or on

behalf of such person.  Such

indemnification shall not be exclusive of other indemnification rights arising

under any bylaws, agreement, vote of directors or stockholders or otherwise and

shall inure to the benefit of the heirs and legal representatives of such

person.  Any person seeking

indemnification under this Article IV shall be deemed to have met the standard

of conduct required for such indemnification unless the contrary shall be

established.




 




                                2.             INSURANCE.  The corporation may purchase and maintain

insurance on behalf of any person who is or was a director, officer, employee

or agent of the corporation, or is or was serving at the request of the

corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise against any liability

asserted against him and incurred by him in any such capacity, or arising out

of his status as such, whether or not the corporation would have the power to

indemnify him against such liability under the provisions of this Article IV of

the by–laws.




 




                                3.             DEFINITIONS.  For purposes of this Article IV, reference

to the "corporation" shall include, in addition to the resulting

corporation, any constituent corpora­tion (including any constituent of a

constituent) absorbed in a consolidation or merger which, if its separate

existence has continued, would have had power and authority to indemnify its

directors, officers and employees or agents, so that any person who is or was a

director, officer, employee or agent of such constituent corporation, or is or

was serving at the request of such constituent corporation as a director,

officer, employee or agent of another corporation, partnership, joint venture,

trust or other enterprise, shall stand in the same position under the

provisions of this Article IV with respect to the resulting or surviving

corporation as he would have with respect to such constituent corporation if

its separate existence had continued.




 




                                For

purposes of this Article IV, references to "other enterprises" shall

include employee benefit plans; references to "fines" shall include

any excise taxes assessed on a person with respect to any employee benefit

plan; and references to "serving at the request of the corporation"

shall include any service as a director, officer, employee or agent of the corporation

which imposes duties on, or involves services by, such director, offi­cer,

employee, or agent with respect to an employee benefit plan, its participants,

or beneficiaries; and a person who acted in good faith and in a manner he

reasonably believed to be in the interest of the participants and beneficiaries

of an employee benefit plan shall be deemed to have acted in a manner "not

opposed to the best interests of the corporation" as referred to in this

Article IV.













 




ARTICLE

V




 




DIVIDENDS




 




                                1.             DECLARATION.  Dividends upon the capital stock of the

corporation, subject to applicable provisions of the cer­tificate of

incorporation, if any, may be declared by the Board of Directors at any regular

or special meeting, pursuant to applicable law.  Dividends may be paid in cash, in property or in shares of capi­tal

stock, subject to applicable provisions of the certificate of incor­poration.




 




                                2.             RESERVE.  Before payment of any dividend, there may be set aside out of any

funds of the corporation avail­able for dividends such sum or sums as the Board

of Direc­tors from time to time, in its absolute discretion, shall think proper

as a reserve or reserves to meet contingencies, or for equalizing dividends, or

for repairing or maintaining any pro­perty of the corporation, or for such

other purpose as the Board of Directors shall think conducive to the interest

of the corp­ora­tion, and the Directors may modify or abolish any such reserve

in the manner in which it was created.




 




ARTICLE

VI




 




CORPORATE

SEAL




 




                                The

corporate seal shall be in such form as the Board of Directors shall prescribe.




 




ARTICLE

VII




 




FISCAL

YEAR




 




                                The

fiscal year of the corporation shall be fixed, and shall be subject to change,

by the Board of Directors.




 




ARTICLE

VIII




 




CONTROL

OVER BYLAWS




 




                                Subject

to the provisions of the certificate of incorporation and the provisions of the

General Corporation Law, the power to amend, alter, or repeal these Bylaws and

to adopt new Bylaws may be exercised by the Board of Directors or by the

stockholders.




 




 




                                I

HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the

Bylaws of Cubico.com Acquisition, Inc., a Delaware corporation, as in effect on

the date hereof.




 




Dated: ____________________ _____, 2001




 




 




                                                                                                __________________________________________




                                                                                                Secretary

of Cubico.com Acquisition, Inc.




 




(SEAL)







EXHIBIT C




SHAREHOLDER SCHEDULE OF

EXCEPTIONS




 




The following information and referenced documents

have been provided to Hispanic Television Networks, Inc. (“HTVN”) pursuant to

Articles 4, 7, and 9 of the Agreement and Plan of Merger (the “Agreement”)

by and among HTVN, the Subsidiary, Cubico.com, Inc. (“Cubico”) and Hector

Saldaña and Luis Saldaña (collectively the “Shareholders”).  Each section

number referenced herein corresponds to the section number of the Agreement to

which the disclosures contained herein relate. 

Unless otherwise stated all statements made herein are made as of the

date of the execution of the Agreement. 

This Schedule of Exceptions is furnished solely for the information of

HTVN and the Subsidiary in connection with the Agreement and may not be relied

upon by any other person.




                Matters

reflected in this Schedule of Exceptions are not necessarily limited to matters

required by the Agreement to be disclosed herein; such additional matters are

included for informational purposes only. 

By describing such matters the Shareholders are not representing that

such disclosures are material to the business or operations of Cubico, or that

all similar or related matters have been disclosed.  The headings and captions used in this Schedule of Exceptions are

used for convenience of reference only, and disclosure made under one section

or schedule shall be deemed disclosed for any other section or schedule of this

Schedule of Exceptions.  Capitalized

terms, unless otherwise defined herein, have the meanings assigned to them in

the Agreement.













 




Schedule

4.1




Organization and Standing of Cubico




 




Non-Applicable.




 




Schedule

4.2




Capitalization of Cubico




1.             The

following is a list of holders of options under Cubico’s 2000 Stock Plan.  Each of the options listed below (other than

options that are fully vested or accelerated as noted) vests as follows:  1/3 of the option vests one (1) year after

the Vesting Commencement Date and 1/36 of the option vests monthly thereafter.




 




	

  Name


  	

   


  	

  ISO/NSO


  	

   


  	

  Vesting Commencement Date


  	

   


  	

  Number of Shares


  
	

  Yadira

  Albarran


  	

   


  	

  ISO


  	

   


  	

  6/27/01


  	

   


  	

  5,000


  
	

  Jesus

  Aguilar


  	

   


  	

  ISO


  	

   


  	

  10/20/00


  	

   


  	

  10,000


  
	

  Tricia

  A. Herrera


  	

   


  	

  ISO


  	

   


  	

  1/24/01


  	

   


  	

  10,000


  
	

  Tu

  D. Tonnu


  	

   


  	

  ISO


  	

   


  	

  11/21/00


  	

   


  	

  15,000


  
	

  Alfredo

  Calvillo


  	

   


  	

  ISO


  	

   


  	

  1/28/01


  	

   


  	

  20,000


  
	

  Geovanni

  E. Hudson


  	

   


  	

  ISO


  	

   


  	

  1/10/01


  	

   


  	

  20,000


  
	

  Guadalupe

  Gervas


  	

   


  	

  ISO


  	

   


  	

  9/13/00


  	

   


  	

  30,000


  
	

  Antonio

  Robles


  	

   


  	

  ISO


  	

   


  	

  9/11/00


  	

   


  	

  40,000


  
	

  Efrain

  Robles


  	

   


  	

  ISO


  	

   


  	

  9/11/00


  	

   


  	

  40,000


  
	

  Christian

  J Vera


  	

   


  	

  ISO


  	

   


  	

  4/15/00


  	

   


  	

  50,000


  
	

  Mark

  Sierra


  	

   


  	

  NSO


  	

   


  	

  4/15/00


  	

   


  	

  60,000


  
	

  Sarai

  Rodgers


  	

   


  	

  NSO


  	

   


  	

  11/1/00


  	

   


  	

  15,000


  
	

  Maria

  Montoya


  	

   


  	

  NSO


  	

   


  	

  Fully vested upon termination


  	

   


  	

  100,000


  





 




 




	



Name


  	



 


  	



ISO/NSO


  	



 


  	



Vesting Commencement Date


  	



 


  	



Number of Shares


  
	

  Nora

  Sandoval


  	

   


  	

  NSO


  	

   


  	

  Fully vested upon termination


  	

   


  	

  400,000


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  815,000


  





 




2.             A

copy of Cubico’s 2000 Stock Plan has been provided to HTVN pursuant to HTVN’s

due diligence request.




 




3.             Cubico

has a repurchase option relative to Restricted Stock Purchase Agreements

entered into between Cubico and each of the Shareholders.  Each Shareholder purchased 1,500,000 shares

of Cubico Common Stock on March 1, 2000. 

The vesting schedule for each of the Shareholders mandates that 1/3 of

the shares held by each Shareholder vests immediately and is released from the

repurchase option.  Of the remaining shares

subject to the repurchase option, 1/36 vests each month after the closing of

Cubico’s Series A Preferred Stock financing which closed on June 29,

2000.




 




4.             Cubico

has a repurchase option relative to a Restricted Stock Purchase Agreement

entered into between Cubico and Robert Lauridsen (“Director”), a Cubico

director.  Director purchased 50,000

shares of Cubico Common Stock on November 27, 2000 for $0.10 per

share.  The vesting schedule for

Director mandates that 1/3 of the shares held by Director vests on October 3,

2001 and 1/36 vests each month thereafter

as long as Director continues to be a service provider to Cubico.  The repurchase option lapses and the stock

vests in full should the Director’s status as a service provider be terminated

following a change in control of Cubico. 

Pursuant to a Consulting Agreement entered into by Director and the

Company, the purchase price for the shares purchase by Director was waived in

consideration for consulting services rendered.




 




5.             Cubico

has a repurchase option relative to a Restricted Stock Purchase Agreement

entered into between Cubico and WS Investment Company 2000A (“WS”).  WS purchased 60,000 shares of Cubico Common

Stock on December 29, 2000.  The

vesting schedule for shares held by WS mandates that 1/3 of the shares held

vest on June 29, 2001 and 1/36 vests each month thereafter as long as

WS continues to be a service provider to Cubico.  The repurchase option lapses and the stock vests in full should

WS’s status as a service provider be terminated following a change in control

of Cubico.













 




Schedule

4.4




Ownership of Stock




 




	

  Name


  	

   


  	

  Security Owned


  	

   


  	

  Number of Shares Owned


  
	

  Hector Saldaña


  	

   


  	

  Common

  Stock


  	

   


  	

  1,500,000


  
	

  Luis

  Saldaña


  	

   


  	

  Common Stock


  	

   


  	

  1,500,000


  
	

  Japan

  E-fund 1(b) Partnership


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  333,334


  
	

  DS

  Data Systems SPA


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  250,000


  
	

  The

  Entrepreneurs’ Fund II L.P.


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  200,000


  
	

  The

  Entrepreneurs’ Fund, L.P.


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  200,000


  
	

  The

  Ryffel Children’s Trust


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  200,000


  
	

  Japan

  E-fund 1(a) Partnership


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  166,666


  
	

  Harvey

  M. Mueller, II


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  150,000


  
	

  Jeffrey

  T. Webber


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  124,810


  
	

  Richard

  Halden


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  100,000


  
	

  Robert

  Dow


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  100,000


  
	

  Richard

  Kirk


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  90,000


  
	

  RBW

  Investments, LLC


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  75,190


  
	

  Hector

  Saldaña


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  70,000


  
	

  Paul

  Rodriguez


  	

   


  	

  Common Stock


  	

   


  	

  60,000


  
	

  WS

  Investment Company 2000A


  	

   


  	

  Common Stock


  	

   


  	

  60,000


  
	

  Bob

  J. Bryant


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  50,000


  
	

  Donald

  B. Sallee


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  50,000


  
	

  Robert

  Lauridsen


  	

   


  	

  Common Stock


  	

   


  	

  50,000


  














 




	

  Name


  	

   


  	

  Security

  Owned


  	

   


  	

  Number

  of Shares Owned


  
	

  WS

  Investment Company 2000A


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  50,000


  
	

  J. Sebastian

  Matte Bon


  	

   


  	

  Series

  A Preferred Stock


  	

   


  	

  40,000


  
	

  Scott

  Montoya


  	

   


  	

  Common Stock


  	

   


  	

  40,000


  
	

  Pascale

  Masson


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  31,000


  
	

  Emanuela

  Rocchi


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  27,000


  
	

  John

  C. Cuero


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  25,000


  
	

  Stanley

  John Goodwin


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  25,000


  
	

  Henry

  P. Massey, Jr. Trustee Of The Massey Family Trust UDT Dated July 6, 1988


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  10,000


  
	

  Michelle

  Hatfield-Kuramoto


  	

   


  	

  Common

  Stock


  	

   


  	

  8,334


  
	

  Alejo

  Lugo


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  5,000


  
	

  Quickstart

  2000 LLP


  	

   


  	

  Series A Preferred Stock


  	

   


  	

  5,000


  
	

  Total


  	

   


  	

   


  	

   


  	

  5,596,334


  





 




Item 3 of Schedule 4.2 is hereby incorporated by

reference.




 




Schedule

4.6




Conflicts




 




Cubico is a party to a

Rental Agreement for its executive offices with Ventana Property

Services (“Ventana”) which mandates that Cubico must receive the consent of

Ventana prior to any change of control.




 




Schedule

4.7




Consents




 




Part

4.6 above is hereby incorporated by reference.













 




Schedule

4.8




Financial Statements




 




Non-Applicable.




 




Schedule

4.9




Absence of Certain Changes and Events




 




1.             The Shareholders have made loans to Cubico in the

amounts listed below:




 




	

  Date


  	

   


  	

  Name


  	

   


  	

  Amount


  
	

  04/27/2001


  	

   


  	

  Hector Saldaña


  	

   


  	

  $30,000.00


  
	

  05/14/2001


  	

   


  	

  Hector Saldaña


  	

   


  	

  $28,000.00


  
	

  05/31/2001


  	

   


  	

  Hector Saldaña


  	

   


  	

  $25,000.00


  
	

  06/04/2001


  	

   


  	

  Luis Saldaña


  	

   


  	

  $7,000.00


  
	

  06/15/2001


  	

   


  	

  Hector Saldaña


  	

   


  	

  $20,000.00


  
	

  06/26/2001


  	

   


  	

  Hector Saldaña


  	

   


  	

  $30,000.00


  
	

  07/13/2001


  	

   


  	

  Hector Saldaña


  	

   


  	

  $30,000.00


  
	

   


  	

   


  	

  Hector Saldaña


  	

   


  	

   


  
	

   


  	

   


  	

  Hector Saldaña


  	

   


  	

   


  
	

   


  	

   


  	

  Hector Saldaña


  	

   


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

  $170,000.00 (to be updated prior to

  8/30/01)


  














 




2.             The following is an aging summary

of accounts payable: (to be updated as of 8/30/01)




 




	

   


  	

   


  	

  Current


  	

   


  	

  1 – 30


  	

   


  	

  31 - 60


  	

   


  	

  61 - 90


  	

   


  	

  > 90


  	

   


  	

  TOTAL


  	

   


  
	

  Accudata Partners Group


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  500.00


  	

   


  	

  4,278.75


  	

   


  	

  0.00


  	

   


  	

  4,778.75


  	

   


  
	

  AT&T


  	

   


  	

  0.00


  	

   


  	

  377.87


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  377.87


  	

   


  
	

  Big Bear Bottled Water


  	

   


  	

  68.75


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  68.75


  	

   


  
	

  Cooper White and Cooper


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  5,000


  	

   


  	

  1,716.00


  	

   


  
	

  Critical Path


  	

   


  	

  307.20


  	

   


  	

  1,408.80


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  1,716.00


  	

   


  
	

  Fashion Wire Daily


  	

   


  	

  0.00


  	

   


  	

  500.00


  	

   


  	

  1,500.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  2,000.00


  	

   


  
	

  FedEx


  	

   


  	

  0.00


  	

   


  	

  114.31


  	

   


  	

  120.12


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  234.43


  	

   


  
	

  Foto Express


  	

   


  	

  0.00


  	

   


  	

  102.70


  	

   


  	

  0.00


  	

   


  	

  17.17


  	

   


  	

  0.00


  	

   


  	

  119.87


  	

   


  
	

  Internal Revenue Service


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  9,849.49


  	

   


  	

  0.00


  	

   


  	

  9,849.49


  	

   


  
	

  Isyndicate


  	

   


  	

  3,400.00


  	

   


  	

  3,400.00


  	

   


  	

  7,300.00


  	

   


  	

  3,500.00


  	

   


  	

  0.00


  	

   


  	

  17,600.00


  	

   


  
	

  Johanna Vera


  	

   


  	

  0.00


  	

   


  	

  2,476.88


  	

   


  	

  0.00


  	

   


  	

  25.00


  	

   


  	

  0.00


  	

   


  	

  2,501.88


  	

   


  
	

  Kemper Insurance

  Companies


  	

   


  	

  0.00


  	

   


  	

  695.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  695.00


  	

   


  
	

  Lizal


  	

   


  	

  0.00


  	

   


  	

  1,500.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  1,500.00


  	

   


  
	

  Muze


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  5,500.00


  	

   


  	

  5,500.00


  	

   


  	

  5,500.00


  	

   


  	

  16,500.00


  	

   


  
	

  Nora Sandoval


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  4,166.67


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  4,166.67


  	

   


  
	

  Pacific Bell


  	

   


  	

  0.00


  	

   


  	

  1,128.92


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  1,128.92


  	

   


  
	

  PG & E


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  1.18


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  1.18


  	

   


  
	

  Rapidigm


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  4,903.00


  	

   


  	

  4,903.00


  	

   


  
	

  RB Webber & Company


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  5,350.00


  	

   


  	

  5,350.00


  	

   


  
	

  Stephen Lin


  	

   


  	

  0.00


  	

   


  	

  187.50


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  187.50


  	

   


  
	

  Talk City


  	

   


  	

  10,000.00


  	

   


  	

  27,312.50


  	

   


  	

  11,041.68


  	

   


  	

  11,041.68


  	

   


  	

  11,562.00


  	

   


  	

  70,957.86


  	

   


  
	

  Televideo


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  945.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  945.00


  	

   


  
	

  Verizon Wireless


  	

   


  	

  0.00


  	

   


  	

  667.68


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  667.68


  	

   


  
	

  Williams Communications

  Solutions


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  13,662.75


  	

   


  	

  13,662.75


  	

   


  
	

  Wilson Sonsini Goodrich

  & Rosati


  	

   


  	

  0.00


  	

   


  	

  4,143.20


  	

   


  	

  3,900.60


  	

   


  	

  4,138.90


  	

   


  	

  6,109.85


  	

   


  	

  18,292.55


  	

   


  
	

  XO Communications


  	

   


  	

  203.17


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  0.00


  	

   


  	

  203.17


  	

   


  
	

  TOTAL


  	

   


  	

  13,979.12


  	

   


  	

  44,015.36


  	

   


  	

  34,975.25


  	

   


  	

  38,350.99


  	

   


  	

  52,087.60


  	

   


  	

  183,408.32


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 













Schedule

4.10(a)




Equipment




 




	

  LAPTOPS


  	

  MODEL


  	

  SERIAL NO.


  	 

	

  TOSHIBA TECRA 8100


  	

  PT810U


  	

  30472052U


  	 

	

   


  	

  PT810U


  	

  30486797U


  	 

	

   


  	

  PT810U


  	

  30487139U


  	 

	

   


  	

  PT810U


  	

  70827353U


  	 

	

   


  	

  PT810U


  	

  70827107U


  	 

	

   


  	

  PT810U


  	

  70827530U


  	 

	

   


  	

  PT810U


  	

  70828141U


  	 

	

   


  	

  PT810U


  	

  70828186U


  	 

	

   


  	

  PT810U


  	

  70827991U


  	 

	

   


  	

  PT810U


  	

  11179679U


  	 

	

  SCANNERS


  	

   


  	

   


  	 

	

  AGFA DUOSCAN T1200


  	

  DUOSCAN T1200


  	

  658E8191


  	 

	

   


  	

   


  	

   


  	 

	

  TELEPHONES


  	

   


  	

   


  	 

	

  POLYCOM SOUND STATION


  	

  SOUND STATION


  	

  2201-03308-001F OR S/N  12368999


  	 

	

   


  	

   


  	

   


  	 

	

  MISC. EQUIPTMENT


  	

   


  	

   


  	 

	

  Brothers electronic labeling system


  	

  PT-1700


  	

  KOJ3792


  	 

	

   


  	

   


  	

   


  	 

	

  KEYS


  	

  NAME


  	

  KEY


  	 

	

  312


  	

  Nora


  	

  Door


  	

   


  
	

   


  	

  Luis


  	

   


  	

   


  
	

   


  	

  Guadalupe


  	

  Door


  	

  Outside


  
	

   


  	

  Efrain


  	

  Door


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  315


  	

  Efrain


  	

  Door


  	

   


  
	

   


  	

  Luis


  	

  Door


  	

   


  
	

   


  	

  Tony Ru


  	

  Door


  	

   


  
	

   


  	

  Nora 


  	

  Door


  	

   


  
							





 













 




	

  Inventory

  Information


  
	

  Description


  	

   


  	

  Model


  	

   


  	

  Serial Number


  	

   


  	

  Location


  
	

  Corel Photo Paint 8.0


  	

   


  	

  W/M


  	

   


  	

  PP8X0-19Z7462142


  	

   


  	

  Design Station/Al


  
	

  MacroMedia Flash 5.0 Mac


  	

   


  	

  Mac


  	

   


  	

  FLM500-08842-87286-65676


  	

   


  	

  Art Dept Storage Room


  
	

  MacroMedia Flash 5.0 PC


  	

   


  	

  Windows


  	

   


  	

  FLW500-05941-77238-56959


  	

   


  	

  Art Dept Storage Room


  
	

  MacroMedia DreamWeaver 3.0


  	

   


  	

  Windows


  	

   


  	

  DWW300-03711-18280-79867


  	

   


  	

  Design Station/Al


  
	

  Adobe Illustrator 8.0


  	

   


  	

  Mac


  	

   


  	

  AAW800R7106614-151


  	

   


  	

  Design Station/Al


  
	

  Adobe PageMaker 6.5 Plus


  	

   


  	

  Windows


  	

   


  	

  03W652Y7108535-682


  	

   


  	

  Design Station/Al


  
	

  Adobe Illustrator 9.0


  	

   


  	

  Mac


  	

   


  	

  AAW900R7123113-926


  	

   


  	

  Design Station/Al


  
	

  Adobe Acrobat 4.0


  	

   


  	

  Windows


  	

   


  	

  KWW400Y7105456-729


  	

   


  	

  Design Station/Al


  
	

  Adobe Photoshop 5.5


  	

   


  	

  Windows


  	

   


  	

  PWW550Y7110231-690


  	

   


  	

  Design Station/Al


  
	

  Adobe Photoshop LE


  	

   


  	

   


  	

   


  	

  SDM500B4759679-745


  	

   


  	

  Design Station/Al


  
	

  Extensis Photoframe V2.0


  	

   


  	

  W/M


  	

   


  	

  BDE-200-001-467-019983


  	

   


  	

  Design Station/Al


  
	

  Extensis Mask Pro V2.0


  	

   


  	

  W/M


  	

   


  	

  MCE-200-001-093-028418


  	

   


  	

  Design Station/Al


  
	

  Sonic Foundry Sound Forge 4.5


  	

   


  	

   


  	

   


  	

  1050040854-254609


  	

   


  	

  Art Dept Storage Room


  
	

  Sonic Foundry Sound Forge XP,

  included with Acid Pro


  	

   


  	

   


  	

   


  	

  195-0221827-194606


  	

   


  	

  Art Dept Storage Room


  
	

  Sonic Foundry Acid Pro 2.0


  	

   


  	

   


  	

   


  	

  76-0JF6J9-TGW13NR-ZG2KK9


  	

   


  	

  Art Dept Storage Room


  
	

  Adobe Photoshop 6.0

  (Macintosh)


  	

   


  	

  Mac


  	

   


  	

  PSW600R7116564-324


  	

   


  	

  Art Dept Storage Room


  
	

  Adobe Live Motion

  (Windows/Mac)


  	

   


  	

  W/M


  	

   


  	

  LIW100R7117938-310


  	

   


  	

  Art Dept Storage Room


  
	

  Adobe Photoshop 6.0 Upgrade


  	

   


  	

  Windows


  	

   


  	

  PWW550Y71100231-690


  	

   


  	

  Art Dept Storage Room


  
	

  Adobe Premiere 6.0


  	

   


  	

  Windows


  	

   


  	

  MBW600R7110458-285


  	

   


  	

  Art Dept Storage Room


  
	

  Adobe Premiere 6.0


  	

   


  	

  Mac


  	

   


  	

  PRW600R7101027-159


  	

   


  	

  Art Dept Storage Room


  
	

  Adobe Illustrator


  	

   


  	

  Windows


  	

   


  	

  ABW900Y7108990-384


  	

   


  	

  Art Dept Storage Room


  
	

  Extensis Portfolio 5


  	

   


  	

  W/M


  	

   


  	

  None


  	

   


  	

  Art Dept Storage Room


  
	

  Microsoft Office 2001 (5

  users)


  	

   


  	

  Mac


  	

   


  	

  880-5513941  (G3 Powerbook)


  	

   


  	

  Art Dept Storage Room


  
	

   


  	

   


  	

  Mac


  	

   


  	

  880-5518943  (G4 Cube)


  	

   


  	

  Art Dept Storage Room


  
	

   


  	

   


  	

  Mac


  	

   


  	

  880-5516146 (Luis S.

  Powerbook)


  	

   


  	

  Art Dept Storage Room


  
	

   


  	

   


  	

  Mac


  	

   


  	

  880-5519186 (G4 Tower)


  	

   


  	

  Art Dept Storage Room


  
	

   


  	

   


  	

  Mac


  	

   


  	

  Open


  	

   


  	

  Art Dept Storage Room


  
	

  Microsoft Windows NT Server


  	

   


  	

  Windows


  	

   


  	

  876-7079694


  	

   


  	

  Art Dept Storage Room


  





 













 




	

  Asset Management


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Description


  	

   


  	

  Model


  	

   


  	

  Serial Number


  	

   


  	

  Location


  
	

  AGFA Flat Bed

  Scanner


  	

   


  	

  Douscan T1200


  	

   


  	

  48AE8049


  	

   


  	

  Photographer’s

  Station/Jesus


  
	

  Kensington Optical

  Mouse


  	

   


  	

  Optical Pro


  	

   


  	

  A0032020837


  	

   


  	

  Photographer’s

  Station/Jesus


  
	

  Compaq Graphic

  Workstation+Keyboard


  	

   


  	

  Desktop EN


  	

   


  	

  6048DYSZK339


  	

   


  	

  Multimedia

  Station/Freddie


  
	

  Iomega External

  Zip Drive


  	

   


  	

  Zip 100 External


  	

   


  	

  C6BL42CBFV


  	

   


  	

  Multimedia

  Station/Freddie


  
	

  Sony 19” Trinitron

  Monitor


  	

   


  	

  Multiscan E400


  	

   


  	

  8,081,725


  	

   


  	

  Multimedia

  Station/Freddie


  
	

  Cambridge Sound

  System  Speaker System


  	

   


  	

  CSW250


  	

   


  	

  SW0250221002183


  	

   


  	

  Multimedia

  Station/Freddie


  
	

  Apple G4 Cube


  	

   


  	

  G4 Cube


  	

   


  	

  XA0350TVK59


  	

   


  	

  Design Station


  
	

  Apple Studio Flat

  Panel Display


  	

   


  	

  Studio Display


  	

   


  	

  CY0060HZH4B


  	

   


  	

  Design Station


  
	

  Iomega Zip Drive


  	

   


  	

  Z100USBNC


  	

   


  	

  C6BL42C9LM


  	

   


  	

  Design Station


  
	

  Epson Epson Photo

  Printer


  	

   


  	

  Sylus Photo 2000P


  	

   


  	

  CHU0000180


  	

   


  	

  Design Station


  
	

  Iomega Zip Drive


  	

   


  	

  Z250USBPCM


  	

   


  	

  7BE009B12H


  	

   


  	

  Design

  Station/Tony


  
	

  Apple Power Book

  G3


  	

   


  	

  G3 Power Book


  	

   


  	

  QT0230VXHDS


  	

   


  	

  Design

  Station/Tony


  
	

  Microsoft Optical

  Mouse


  	

   


  	

  X05-77975


  	

   


  	

  52195-576-3092626-000001


  	

   


  	

  Design

  Station/Tony


  
	

  Britek Flash Fuse

  -5A


  	

   


  	

  120V 150W G6.35


  	

   


  	

  506H0552


  	

   


  	

  Art Dept Storage

  Room


  
	

  Hewlett Packard

  Scanner HP


  	

   


  	

  C7670A


  	

   


  	

  SG05N26003


  	

   


  	

  Art Dept Storage

  Room


  
	

  Dalite Background

  Stand (2X)


  	

   


  	

  13G


  	

   


  	

  -


  	

   


  	

  Art Dept Storage

  Room


  
	

  Iomega Zip Drive


  	

   


  	

  Z100S2


  	

   


  	

  RAA5472490


  	

   


  	

  Art Dept Storage

  Room


  
	

  Trimax Compact

  Stand


  	

   


  	

  307 CS


  	

   


  	

  Code: 4064


  	

   


  	

  Art Dept Storage

  Room


  
	

  Timax Mini Light

  Stand


  	

   


  	

  305 MLS


  	

   


  	

  Code: 4008


  	

   


  	

  Art Dept Storage

  Room


  
	

  Xtra Large Light

  Box


  	

   


  	

  -


  	

   


  	

  -


  	

   


  	

  Art Dept Storage

  Room


  
	

  Adaptec Scsi Card


  	

   


  	

  1,772,900


  	

   


  	

  BD0C0-180254


  	

   


  	

  Art Dept Storage

  Room


  
	

  Pantone Pantone

  Color Set-swatch books


  	

   


  	

  -


  	

   


  	

  -


  	

   


  	

  Design Station/Al


  
	

  ViewSonic 21”

  Viewsonic Graphic Series


  	

   


  	

  -


  	

   


  	

  403,003,201,226


  	

   


  	

  Design Station/Al


  
	

  Virtual Micro PC

  Design Station, CD Writer, Sound Card+keyboard


  	

   


  	

  -


  	

   


  	

  42,993


  	

   


  	

  Design Station/Al


  
	

  Creative Labs

  Speaker system


  	

   


  	

  -


  	

   


  	

  SG15001011002728


  	

   


  	

  Design Station/Al


  
	

  Canon  DV Camera


  	

   


  	

  2,090,201,930


  	

   


  	

  DM-GL1A


  	

   


  	

  Art Dept Storage

  Room


  
	

  Canon  Large DV Camera Battery


  	

   


  	

  BP945


  	

   


  	

  -


  	

   


  	

  Art Dept Storage

  Room


  
	

  Canon  Small DV Camera Battery


  	

   


  	

  BP915


  	

   


  	

  -


  	

   


  	

  Art Dept Storage

  Room


  
	

  Canon  Video light


  	

   


  	

  VL-10L1


  	

   


  	

  -


  	

   


  	

  Art Dept Storage

  Room


  
	

  Microphone


  	

   


  	

  Ex-413


  	

   


  	

  -


  	

   


  	

  Art Dept Storage

  Room


  
	

  Canon Compact

  Power Adaptor


  	

   


  	

  CA-910A


  	

   


  	

  -


  	

   


  	

  Art Dept Storage

  Room


  
	

  Azden Wireless Mic

  For DV Camera


  	

   


  	

  WR-PRO


  	

   


  	

  -


  	

   


  	

  Art Dept Storage

  Room


  





 













 




Schedule

4.10(b)




Inventories




 




Non-applicable.




 




Schedule

4.10(c)




Accounts Receivable




 




Non-applicable.




 




Schedule 4.10(d)




Bank Accounts




 




1.     Silicon Valley Bank.  Checking Account Number 3300221646.




 




2.     Silicon Valley Bank.  Cash Reserve Account Number 3300221646.




 




3.     Silicon Valley Bank.  CD Number 8800053078.




 




4.     The only persons with access to the above

bank accounts are Hector Saldaña and Mark Sierra.




 




Schedule

4.11




Contracts




 




1.             Cubico

is past due in payments under that certain Short Form Service Agreement, dated

as of May 31, 2001,  Cubico and Talk

City Services.  It currently owes

approximately $71,000.




 




2.             Cubico

has entered into that certain Content User Agreement, dated as of May 4, 2000,

with Isyndicate, which will terminate as of May 4, 2002, if Cubico gives thirty

(30) days prior written notice of such termination to Isyndicate.  The contract requires monthly payments of

$2,000.




 




3.             Cubico

has entered into that certain Subscription Agreement for Internet Licensees,

dated as of June 4, 2001, with Fashion Wire Daily, Inc., which will terminate

as of June 4, 2002, if Cubico gives ninety (90) days prior written notice of

such termination to Fashion Wire Daily, Inc. 

The contract requires monthly payments of $500.




 




Schedule

4.12




Permits




 




City of San Jose Business License.













 




Schedule

4.13




Intellectual Property




 




Tradename: 

Cubico.com, Inc.




 




Schedule

4.14




Employees




 




1.             The following is a list of

employees of the Company:




 




	

  Name


  	

   


  	

  Salary


  	

   


  	

  Start Date


  
	

  Yadira

  Albarran


  	

   


  	

  $16/hour


  	

   


  	

  6/27/01


  
	

  Jesus

  Aguilar


  	

   


  	

  $16/hour


  	

   


  	

  10/20/00


  
	

  Alfredo

  Calvillo


  	

   


  	

  $32,000


  	

   


  	

  1/28/01


  
	

  Manuel

  Cornejo


  	

   


  	

  $6,000


  	

   


  	

  6/01


  
	

  Guadalupe

  Gervas


  	

   


  	

  $27,500


  	

   


  	

  9/13/00


  
	

  Tricia

  A. Herrera


  	

   


  	

  $16/hour


  	

   


  	

  1/24/01


  
	

  Geovanni

  E. Hudson


  	

   


  	

  $27,500


  	

   


  	

  1/10/01


  
	

  Tu

  D. Tonnu


  	

   


  	

  $16/hour


  	

   


  	

  11/21/00


  
	

  Antonio

  Robles


  	

   


  	

  $48,000


  	

   


  	

  9/11/00


  
	

  Efrain

  Robles


  	

   


  	

  $48,000


  	

   


  	

  9/11/00


  
	

  Luis

  Saldaña


  	

   


  	

  $75,000


  	

   


  	

  4/00


  
	

  Tu

  D. Ton Nu


  	

   


  	

  $16/hour


  	

   


  	

  11/21/00


  
	

  Christian

  J. Vera


  	

   


  	

  $16/hour


  	

   


  	

  4/15/00


  
	

  Jeadi

  Vilchis


  	

   


  	

  $6,000


  	

   


  	

  6/01


  





 




2.             Part 4.18 is hereby incorporated by

reference.




 













 




Schedule 4.15




Employee Benefit Plans




 




1.             Item

2 of Part 4.2 above is hereby incorporated by

reference.




 




2.             Medical

Insurance.  Blue Cross; group policy

number C588QZ.




 




3.             Dental.  The Guardian; group policy number 00351401.




 




4.             Vision.  VSP; group policy number 12-149282-0001.




 




5.             The

Company has not made available the documents identified in Section 4.15(h).




 




Schedule 4.16




Litigation




 




Non-Applicable.




 




Schedule

4.17




Compliance with Law




 




1.             Part 4.18 is hereby incorporated by

reference.




 




 




Schedule

4.18




Taxes




 




                The Company has failed to pay

quarterly withholding taxes when due for the last quarter, but has not yet

received any notices of violation from the Internal Revenue service.




 




Schedule 4.19




Insurance




 




1.             Commercial Insurance.  St. Paul Insurance; policy number

VP09400515.




 




2.             Workers’ Compensation.  Kamper Insurance; group policy number

3BA86930-00.




 




Schedule 4.20




Environmental Matters




 




Non-Applicable.













 




Schedule 4.21




Transactions with Affiliates




 




Part 4.9 is hereby

incorporated by reference.




 




Schedule 9.3(f)




Employment Agreements




 




1.             Term.  2 years.




2.             Annual Salary.  $75,000.




 













EXHIBIT D




HTVN SCHEDULE OF

EXCEPTIONS




 




The following information and referenced documents

have been provided to Cubico.com, Inc. (“Cubico”) pursuant to Articles 5

and 6 of the Agreement and Plan of Merger (the “Agreement”) by and among

Cubico, the Subsidiary, Hispanic Television Networks, Inc. (“HTVN”) and Hector Saldaña

and Luis Saldaña (collectively the “Shareholders”).  Each section number

referenced herein corresponds to the section number of the Agreement to which

the disclosures contained herein relate.  Unless otherwise stated all

statements made herein are made as of the date of the execution of the

Agreement.  This Schedule of Exceptions

is furnished solely for the information of Cubico in connection with the

Agreement and may not be relied upon by any other person.




                Matters

reflected in this Schedule of Exceptions are not necessarily limited to matters

required by the Agreement to be disclosed herein; such additional matters are

included for informational purposes only. 

By describing such matters HTVN is not representing that such

disclosures are material to the business or operations of HTVN, or that all

similar or related matters have been disclosed.  The headings and captions used in this Schedule of Exceptions are

used for convenience of reference only, and disclosure made under one section

or schedule shall be deemed disclosed for any other section or schedule of this

Schedule of Exceptions.  Capitalized

terms, unless otherwise defined herein, have the meanings assigned to them in

the Agreement.




 













 




Schedule 5.3




Conflicts




 




Prior to the consummation of the Merger,

HTVN must receive the consent to the Merger by the lenders who provided the

credit facility pursuant to that certain Loan and Security Agreement dated July

25, 2000 by and between HTVN and the lenders set forth on the Lenders Schedule

attached thereto, as such agreement has heretofore been amended




 




Schedule 5.4




Consents




 




Part

5.3 above is hereby incorporated by reference.




 




Schedule 6.3




Conflicts




 




Part

5.3 above is hereby incorporated by reference.




 




Schedule 6.4




Consents




 




Part

5.3 above is hereby incorporated by reference.




 













 




EXHIBIT 9.3(e)




FORM OF COVENANT NOT TO

COMPETE




 




                THIS COVENANT NOT TO COMPETE

(the “Agreement”) is made and entered into this _____ day of

_________________________, 2001 in favor of Hispanic Television Networks, Inc.,

a Delaware corporation (“HTVN”), and Cubico.com Acquisition, Inc., a Delaware

corporation and a wholly-owned subsidiary of HTVN (the “Subsidiary”), by the

person whose signature appears under the caption “COVENANTOR” on the signature

page hereof, such person being referred to hereinafter as the “Covenantor.”




 




RECITAL:




 




                WHEREAS,

HTVN, the Subsidiary and Cubico.com, Inc., a California corporation (“Cubico”),

have entered into an Agreement and Plan of Merger pursuant to which Cubico will

be merged with and into the Subsidiary and the shareholders of Cubico will be

issued shares of stock in HTVN (“Shares”); and




 




                WHEREAS,

Covenantor is a shareholder of Cubico and has agreed to enter into this

Agreement in connection with the merger of Cubico with and into the Subsidiary

(the “Merger”) as an inducement to HTVN’s and the Subsidiary’s agreement to

enter into the Merger transaction and to issue Shares to Covenantor in

connection therewith; and




 




                WHEREAS,

HTVN and the Subsidiary would not have agreed to enter into the Merger transaction

or to issue any Shares to Covenantor in connection therewith, but for

Covenantor’s agreement to execute and deliver this Agreement;




 




AGREEMENT:




 




                NOW

THEREFORE, for and in consideration of and as an inducement to HTVN’s and the

Subsidiary’s agreement to enter into the Merger transaction and to issue Shares

to Covenantor, and other independent valuable consideration (the receipt of

which Covenantor hereby acknowledges), Covenantor hereby agrees as follows:




 




                1.  Covenant Not to Compete.  Covenantor agrees that:




 




                (a)           For

a period of two years after the effective date of the Merger (such two-year

period is referred to hereinafter as the “Restricted Period”), Covenantor shall

not directly or knowingly, acting alone or in any capacity with any other

business entity: (i) engage anywhere in the world in the business of owning or

operating an Internet portal focused on the Latino population (Covenantor

hereby acknowledging that the business that the Subsidiary intends to conduct

with the assets of Cubico after the Merger is expected to be worldwide in

geographical scope), or engage in the business of owning or operating a

television or radio station focused on the Latino population in any television

or radio market in which HTVN now or hereafter directly or knowingly owns or

operates a station; (ii) solicit, deal, negotiate, enter into an arrangement,

contract or attempt to do any of the foregoing, with any person who had a

business relationship with Cubico during the two (2) year period prior to the

date hereof, or attempt to cause any such person not to continue with the

Subsidiary after the Merger a business relationship akin to the business

relationship that such person had with Cubico prior to the Merger; (iii)

disclose to any person, firm, or corporation any trade secrets or proprietary

data relating to, or any details relating to the methods of operation of the

business conducted by Cubico prior to the Merger and to be conducted by the

Subsidiary after to the Merger, including, without limitation, the customer

lists and contents of other business records, or otherwise attempt to take any

form of advantage of such information; or (iv) induce or attempt to influence,

directly or knowingly, any person employed by or under contract with Cubico

immediately prior to the Merger to terminate the employment or contractual

relationship that he or she will have with the Subsidiary immediately after the

Merger by virtue of the Merger and the operation of law.













 




                (b)           Notwithstanding the foregoing

provisions, Covenantor shall be permitted to own up to five percent (5%) of a

publicly traded or privately held entity that is a competitor of Cubico.




 




                (c)           Covenantor hereby specifically

acknowledges and agrees that the temporal and other restrictions contained in

subsection (a) above are reasonable and necessary to protect the business of

Cubico being succeeded to by the Subsidiary and thus being acquired by HTVN,

and that the enforcement of the provisions of this section will not work an

undue hardship on him.




 




                (d)           Covenantor further agrees that in the

event either the duration, geographical scope, or any other restriction, or

portion thereof, set forth in subsection (a) above is held to be overly

restrictive and unenforceable in any court proceeding, the court may reduce or

modify such restrictions to those which it deems reasonable and enforceable

under the circumstances and the parties agree that the restrictions of

subsection (a) above will remain in full force and effect as reduced or

modified.




 




                (e)           Covenantor further agrees and

acknowledges that HTVN and the Subsidiary do not have an adequate remedy at law

for the breach or threatened breach by him of the covenants contained in

subsection (a) above, and Covenantor therefore specifically agrees that HTVN

and the Subsidiary, in addition to other remedies which may be available to

them hereunder, may file a suit in equity to enjoin Covenantor from such breach

or threatened breach.




 




                (f)            Covenantor further agrees that the

running of the Restricted Period shall be tolled for any period of time during

which Covenantor is in violation of this Agreement.




 




                (g)           Covenantor further agrees, in the

event that any provision of subsection (a) above is held to be invalid or

against public policy, the remaining provisions of subsection (a) above and the

remainder of this Agreement shall not be affected thereby.




 




                2.  Cure of Breach.                None of Covenantor’s actions

under this Agreement will not be deemed a breach of any provision contained in

this Agreement before Covenantor is given the opportunity to cure such actions

within thirty (30) days following delivery to Covenantor of a written

explanation specifying the basis for the Company’s beliefs with respect to such

events.




 




                3.  Miscellaneous.                 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.  This Agreement embodies the entire agreement and understanding

between the parties hereto with respect to the subject matter hereof and

supersede all prior agreements and understandings, whether written or oral,

relating to the subject matter hereof. 

This Agreement shall be binding upon and shall inure to the benefit of

each party hereto and his or its respective successors, heirs, assigns, and

legal representatives, but neither this Agreement nor any rights hereunder may

be assigned by any party hereto without the consent in writing of the other

party.  No remedy conferred by any of

the specific provisions of this Agreement is intended to be exclusive of any

other remedy, and each and every remedy shall be cumulative and shall be in

addition to every other remedy given hereunder or now or hereafter existing at

law or in equity or by statute or otherwise. 

The election of any one or more remedies by any party hereto shall not

constitute a waiver of the right to pursue other available remedies.













 




                IN

WITNESS WHEREOF, the undersigned has executed this Agreement effective as of

the date and year first hereinabove written.




 




                                                                                                                




 




	

   


  	

   


  	

   


  	

  “COVENANTOR”


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
						





 




 




 




                The

undersigned set their hands hereunto solely for the purpose of evidencing their

acceptance of their respective rights, benefits and remedies provided for by

this Agreement.




 




 




	

  “HTVN” 


  	

   


  	

  “SUBSIDIARY”


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  HISPANIC

  TELEVISION NETWORKS, INC.


  a Delaware corporation 


  	

   


  	

  CUBICO.COM

  ACQUISITION, INC.


  a Delaware corporation


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  





 













 




EXHIBIT 9.3(f)




FORM OF EMPLOYMENT

AGREEMENT




 




[To come from Randy Heinrich]




 













 




EXHIBIT 9.3(g)




FORM OF CONSULTING

AGREEMENT




 




                THIS

CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the _____

day of ______________________, 2001 by and between Hector Saldaña

(“Consultant”) and Hispanic Television Networks, Inc. (the “Company”).




 




RECITALS:




 




                WHEREAS,

the Company desires to engage Consultant to provide to the Company certain

consulting services described hereinafter (the “Services”), and Consultant is

willing and desires to be engaged by the Company to provide the Services to the

Company, upon the terms, provisions and conditions set forth hereinafter; and




 




                WHEREAS,

the Company and Consultant desire to set forth the terms, provisions and

conditions of Consultant’s engagement by the Company;




 




AGREEMENTS:




 




                NOW,

THEREFORE, in consideration of the premises and the mutual covenants hereinafter

set forth and for other good and valuable consideration, the receipt, adequacy

and sufficiency of which are hereby acknowledged by each of the Company and

Consultant, each of the Company and Consultant hereby agrees as follows:




 




                1.             Engagement.  Subject to the terms, provisions and

conditions hereinafter stated, the Company hereby engages Consultant to provide

to the Company the following services, which are referred to hereinafter as the

“Services”, and Consultant hereby accepts such engagement:




 




                Consultation services regarding

all aspects of the business which was conducted by Cubico.com, Inc., a

California corporation (“Cubico”), prior to its merger with and into Cubico.com

Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the

Company (the “Subsidiary”), and which is now being conducted by the Subsidiary.




 




Consultant shall also provide such other services as

from time to time may be reasonably requested by the President of the

Company.  In providing Services

hereunder, Consultant shall use reasonable, and Consultant’s best, efforts, and

shall perform the Services in a competent, professional and good workman–like

manner of the highest caliber. 

Consultant shall devote a sufficient amount of his business time and

attention so that he is able to perform satisfactorily his duties

hereunder.  Consultant shall be based in

the locale of his residence, but shall undertake such travel as is necessary or

advisable for him to perform his duties hereunder.













 




                2.             Compensation and Expense Reimbursement.




 




                                (a)           As compensation for providing the

Services, Consultant shall be paid for each month during the term of this

Agreement a fee of 100,000 restricted shares of the common stock, par value

$.01 per share, of the Company (such shares, which in the aggregate number 1.2

million, are referred to hereinafter as “Shares”).  An installment of 100,000 Share shall due and payable within five

days after the end of each month during the term of this Agreement.  Consultant shall not be entitled to participate

in any employee benefit plan now or hereafter established by the Company unless

the Company agrees to this expressly in writing.




 




                                (b)           The Company shall reimburse

Consultant, from time to time, for all business expenses with respect to which

the Company has given prior written authorization for Consultant to incur.  To the extent that the Company has given

general prior written authorization for Consultant to incur expenses but has

not given the specifics pertaining thereto, then in order for Consultant to be

reimbursed for such expenses, such expenses shall be actual, reasonable and

necessary business expenses incurred by Consultant on behalf of the Company,

and Consultant must present to the Company documentary evidence, such as a

receipt or a paid bill, that states sufficient information to establish the

amount, date, place, and the essential character of the expenditure for each

such expenditure.  No expenditure will

be reimbursed pursuant hereto unless the expense is verified as provided above

and approved by the President of the Company or such person designated by the

President of the Company.




 




                3.             Term.  Subject to Section 4 below, the term of this

Agreement shall begin on the date hereof and shall continue for one year

thereafter.




 




                4.             Termination.




 




                                (a)  For Cause.  The Company may, at its election, terminate Consultant’s

engagement at any time for just cause, which shall include, without any

limitations thereon, the following:  (i)

Consultant shall have failed or refused to faithfully, diligently and

competently perform the Services under this Agreement or otherwise to have

breached any term or provision contained herein; (ii) Consultant shall be

disabled or otherwise unable for whatever reason to fully perform the Services

hereunder for 60 consecutive days; (iii) Consultant shall be guilty of fraud,

dishonesty, or similar acts of misconduct; or (iv) Consultant shall be finally

convicted of a felony or a misdemeanor involving moral turpitude.  At any time after the occurrence of an event

permitting the Company to terminate Consultant’s engagement pursuant to this

Section 4(a), the Company may elect for termination of Consultant’s engagement

by notifying Consultant as to the Company’s election to terminate, and

thereupon Consultant’s engagement with the Company will terminate on the date

specified in the notice or (if no date is specified) upon the delivery of the

notice.  Notwithstanding the preceding,

upon anyan event permitting the Company to terminate Consultant’s engagement

pursuant to this Section 4(a) and in lieu of terminating Consultant’s

engagement, the Company may, with or without notice to Consultant, suspend the

performance of the Company’s obligations under this Agreement (including,

without limitation, the Company’s obligations under Section 2), and while such

an event has occurred and has not been cured, (x) the Company shall not be

obligated to fulfill, but shall be relieved of, the Company’s obligations under

this Agreement (including, without limitation, the Company’s obligations under

Section 2), (y) such obligations shall not accrue, and (z) Consultant shall

forfeit all rights and remedies with respect thereto.  Notwithstanding anything else contained herein, if the Company

suspends any of its obligations to Consultant pursuant to the preceding

sentence, the Company may thereafter elect to terminate Consultant’s engagement

in accordance with the other provisions of this Section 4(a).













 




                                (b)  Automatic.  The term of this Agreement shall automatically terminate upon

Consultant’s death.




 




                                (c)  Effect of Termination.  Upon termination of Consultant’s engagement,

all rights and obligations under this Agreement shall cease except for (i) the

rights, obligations, representations and warranties under Section 5, 6, 7, 8

and 9 hereof, and (ii) the rights and obligations under Section 2 hereof to the

extent Consultant has not been compensated for services performed prior to

termination (Consultant’s fee to be pro rated for the portion of the pay period

prior to termination).




 




                5.             Representations and Warranties.  Consultant warrants and represents that he

has been a director of the Company, and that as such he is familiar with the

business and financial condition, properties, operations and prospects of the

Company, to his knowledge, he has been given full access to all material

information concerning the condition, properties, operations and prospects of

the Company, he has had an opportunity to ask such questions of, and to receive

such information from, the Company as he has desired and to obtain any

additional information necessary to verify the accuracy of the information and

data received, and he is satisfied that there is no material information

concerning the condition, properties, operations and prospects of the Company,

of which he is unaware; he has such knowledge, skill and experience in

business, financial and investment matters so that he is capable of evaluating

the merits and risks of and an acquisition of Shares; he has reviewed his

financial condition and commitments and that, based on such review, he is

satisfied that he (a) has adequate means of providing for contingencies, (b)

has no present or contemplated future need to dispose of all or any Shares to

be acquired, to satisfy existing or contemplated undertakings, needs or indebtedness,

(c) is capable of bearing for the indefinite future the economic risk of the

ownership of Shares to be acquired, and (d) has assets or sources of income

which, taken together, are more than sufficient so that he could bear the loss

of the entire value of Shares to be acquired; he is and will be acquiring

Shares solely for his own beneficial account, for investment purposes, and not

with a view to, or for resale in connection with, any distribution of Shares;

he understands that the Shares to be acquired have not been and are not likely

to be registered under the Securities Act of 1933 or any state securities laws

and therefore the Shares to be acquired are and will be “restricted” under such

laws and may not be resold without registration or an exemption therefrom, and

all stock certificates representing Shares to be issued to him will bear a

legend to such effect; and he has not offered or sold and will not offer or

sell any Shares to be acquired and has no present intention of reselling or otherwise

disposing of any Shares to be acquired either currently or after the passage of

a fixed or determinable period of time or upon the occurrence or non–occurrence

of any predetermined event or circumstance.




 




                6.             Confidentiality.




 




                                (a)           “Confidential Information” means and

refers to information and materials belonging to the Company that are not

generally known outside the Company, including, without limitation, customers

and customer lists, pricing policies, operational procedures, sources of

supply, methods, formulae, processes, software programs, hardware

configurations, know–how, computer programs and access codes,

technological information, information relating to the cost of its products and

services, marketing strategies, financial statements and projections, and any

other information which bears a logical relationship to the Confidential

Information described above such that Consultant knows or should logically

conclude that the Company regards the information to be Confidential

Information.  Confidential Information

shall not include any knowledge or information that Consultant already knows as

of the date of this Agreement, that is already known to the general public as

of the date of this Agreement or that becomes known to the general public after

the date of this Agreement through no breach of Consultant’s confidentiality

obligations.













 




                                (b)           Consultant hereby recognizes and

acknowledges that Consultant may receive information from, or may develop

information on the behalf of, the Company Confidential Information.  Consultant hereby agrees to maintain on a

confidential basis all Confidential Information, and Consultant agrees that

Consultant shall not, without the prior express written consent of the Company,

use for Consultant’s or anyone else’s benefit or disclose to any other person

any Confidential Information, except in connection with Consultant’s work on

behalf of the Company.  Consultant

hereby acknowledges that, as between the Company and Consultant, the Company

has the complete, sole and full right, title and interest in and to the

Confidential Information, and that Consultant has no rights, expressed or

implied, with respect to the foregoing other than those expressly provided for

to the contrary in a writing signed by both the Company and Consultant.  Consultant further agrees that Consultant

shall, immediately upon the Company’s request, return to the Company all

written Confidential Information and all writings regarding oral Confidential

Information whether such writings were authorized or not.  Consultant hereby agrees that the

confidentiality agreement provided for hereby shall last with respect to any

Confidential Information for five years after such Confidential Information is

disclosed by the Company to Consultant or developed by Consultant on behalf of

the Company, as the case may be.




 




                7.             Assignment.




 




                                (a)  Consultant agrees that all copyrightable

material, notes, records, drawings, designs, inventions, improvements,

developments, discoveries and trade secrets (collectively, “Inventions”)

conceived, made or discovered by Consultant, solely or in collaboration with

others, during the period of this Agreement which relate in any manner to the

business of the Company that Consultant may be directed to undertake,

investigate or experiment with, or which Consultant may become associated with

in work, investigation or experimentation in the line of business of Company in

performing the Services hereunder, are the sole property of the Company.  Consultant further agrees to assign (or cause

to be assigned) and does hereby assign fully to the Company all Inventions and

any copyrights, patents, mask work rights or other intellectual property rights

relating thereto.




 




                                (b) 

Further Assurances. 

Consultant agrees to assist Company, or its designee, at the Company’s

expense, in every proper way to secure the Company’s rights in the Inventions

and any copyrights, patents, mask work rights or other intellectual property

rights relating thereto in any and all countries, including the disclosure to the

Company of all pertinent information and data with respect thereto, the

execution of all applications, specifications, oaths, assignments and all other

instruments which the Company shall deem necessary in order to apply for and

obtain such rights and in order to assign and convey to the Company, its

successors, assigns and nominees the sole and exclusive right, title and

interest in and to such Inventions, and any copyrights, patents, mask work

rights or other intellectual property rights relating thereto.  Consultant further agrees that Consultant’s

obligation to execute or cause to be executed, when it is in Consultant’s power

to do so, any such instrument or papers shall continue after the termination of

this Agreement.













 




                8.             Property of the Company.  In addition to the provisions of Section 6

above, Consultant agrees that, upon the expiration or termination of

Consultant’s engagement with the Company, Consultant will immediately surrender

to the Company all property, equipment, funds, lists, books, records, and other

materials of the Company or any affiliate thereof in the possession of or

provided to Consultant.




 




                9.             Indemnification.  Consultant shall protect, indemnify and hold

harmless the Company and the Subsidiary from any and all demands, threats,

claims, suits, proceedings, actions, causes of actions, damages, injuries,

judgements, liabilities, obligations, expenses and costs (including costs of

litigation and attorneys’ fees), arising from (a) any breach by Consultant of

any agreement, covenant, promise, representation or warranty made by Consultant

in this Agreement, or (b) any action or omission constituting negligence or

willful misconduct of Consultant in the course of, or connected with, the

performance of the Services pursuant hereto.




 




                10.           Law Governing.  THIS AGREEMENT HAS BEEN ENTERED INTO IN THE

STATE OF TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

LAWS OF THE STATE OF TEXAS.




 




                11.           Notices.  Any notice or request herein required or

permitted to be given to any party hereunder shall be given in writing and

shall be personally delivered or sent to such party by prepaid mail at the

address set forth below the signature of such party hereto or at such other

address as such party may designate by written communication to the other party

to this Agreement.  Each notice given in

accordance with this paragraph shall be deemed to have been given, if

personally delivered, on the date personally delivered, or, if mailed, on the

third day following the day on which it is deposited in the United States mail,

certified or registered mail, return receipt requested, with postage prepaid.




 




                12.           Headings.  The headings of the paragraphs of this

Agreement have been inserted for convenience of reference only and shall in no

way restrict or modify any of the terms or provisions hereof.




 




                13.           Severability.  If any provision of this Agreement is held

to be illegal, invalid, or unenforceable under present or future laws effective

during the term hereof, such provision shall be fully severable and this

Agreement shall be construed and enforced as if such illegal, invalid or

unenforceable provision had never comprised a part of this Agreement and the

remaining provisions of this Agreement shall remain in full force and effect

and shall not be affected by the illegal, invalid or unenforceable provision or

by its severance from this Agreement. 

Furthermore, in lieu of such illegal, invalid or unenforceable

provision, there shall be added automatically as a part of this Agreement a

provision as similar in terms to such illegal, invalid, or unenforceable

provision as may be possible and be legal, valid, and enforceable.




 




                14.           Entire Agreement.  This Agreement embodies the entire agreement

and understanding between the parties hereto with respect to the subject matter

hereof and supersede all prior agreements and understandings, whether written

or oral, relating to the subject matter hereof.













 




                15.           Binding Effect.  This Agreement shall be binding upon and

shall inure to the benefit of each party hereto and his, her or its respective

successors, heirs, assigns, and legal representatives, but neither this

Agreement nor any rights hereunder may be assigned by any party hereto without

the consent in writing of the other party.




 




                16.           Remedies.  No remedy conferred by any of the specific

provisions of this Agreement is intended to be exclusive of any other remedy,

and each and every remedy shall be cumulative and shall be in addition to every

other remedy given hereunder or now or hereafter existing at law or in equity

or by statute or otherwise.  The

election of any one or more remedies by any party hereto shall not constitute a

waiver of the right to pursue other available remedies.




 




 




                IN

WITNESS WHEREOF, the undersigned have set their hands hereunto as of the first

date written above.




 




	

   


  	

   


  	

  “COMPANY”


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  HISPANIC

  TELEVISION NETWORKS, INC.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Address:


  	

  6125 Airport Freeway, Suite 200


  
	

   


  	

   


  	

   


  	

  Fort Worth, Texas 76117


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  “CONSULTANT”


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Hector Saldaña


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Address:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
							





 













 




EXHIBIT 9.3(h)




FORM OF RELEASE




 




                THIS

RELEASE (the “Release”) is made effective this _____ day of

____________________, 2001 by the person whose signature appears under the

caption “RELEASOR” on the signature page hereof (such person being referred to

hereinafter as “Releasor”) in favor of Cubico.com, Inc., a California

corporation (“Released Party”).




 




RECITALS:




 




                WHEREAS,

Hispanic Television Networks, Inc., a Delaware corporation (“HTVN”), Cubico.com

Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary

of HTVN (the “Subsidiary”), and Cubico have entered into an Agreement and Plan

of Merger pursuant to which Cubico will be merged with and into the Subsidiary

and the shareholders of Cubico will be issued shares of stock in HTVN

(“Shares”); and




 




                WHEREAS,

Releasor is a shareholder of Cubico and has agreed to enter into this Release

in connection with the merger of Cubico with and into the Subsidiary (the

“Merger”) as an inducement to HTVN’s and the Subsidiary’s agreement to enter

into the Merger transaction and to issue Shares to Releasor in connection

therewith; and




 




                WHEREAS,

HTVN and the Subsidiary would not have agreed to enter into the Merger

transaction or to issue any Shares to Releasor in connection therewith, but for

Releasor’s agreement to execute and deliver this Release;




 




AGREEMENTS:




 




                NOW

THEREFORE, for and in consideration of and as an inducement to HTVN’s and the

Subsidiary’s agreement to enter into the Merger transaction and to issue Shares

to Releasor, and other independent valuable consideration (the receipt of which

Releasor hereby acknowledges), Releasor hereby agrees as follows:




 




                1.             Releasor and Releasor’s affiliates,

agents, heirs, beneficiaries, legal representatives, successors and assigns,

has this day released and by these presents do release, acquit and forever

discharge Released Party and its officers, directors, shareholders, employees,

affiliates, agents, successors and assigns, from any and all Claims.  For purposes of this Release, “Claims” means

all demands, complaints, claims, rights, actions, causes of actions, suits,

proceedings, damages, judgments, costs, expenses, compensation, promises,

agreements, debts, liabilities and obligations of any kind whatsoever, at common

law, by statute, contract, or otherwise which Releasor has or might have

against a person released hereby, known or unknown, directly or indirectly

attributable to any transactions, dealings, or occurrences between such parties

prior to the date of this Release, or resulting from any act or omission prior

to the date of this Release of any person hereby released. 

Notwithstanding the preceding, “Claims” shall not mean or include any matter

described on Schedule 1 hereto.













 




                2.             It is expressly understood and

agreed that the terms of this Release are contractual and not merely

recitations and that the agreements herein contained are to compromise doubtful

and disputed Claims, avoid litigation, and buy peace and that no releases or

other consideration given shall be construed as an admission of liability, all

liability being expressly denied by each party hereto.




 




                3.             It is further understood and agreed

that this Release contains the entire agreement between the parties and

supersedes any and all prior agreements, arrangements, or understandings

between the parties relating to the subject matter hereof.  No oral understandings, statements,

promises, or inducements contrary to the terms of this Release exist.  This Release cannot be changed or terminated

except in writing signed by all parties hereto.




 




                4.             IT IS FURTHER UNDERSTOOD AND AGREED

THAT THIS RELEASE SHALL BE GOVERNED BY, CONSTRUED UNDER, AND ENFORCED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.




 




                5.             By execution of this Release,

Releasor represents and warrants to Released Party that no Claim that he has,

had, might have or might have had in the past against any other person released

hereby, has previously been conveyed, assigned, or in any manner transferred,

in whole or in part, to any third party. 

Releasor expressly represents and warrants to Released Party that he has

full authority to enter into this Release and to release any and all Claims he

now has, had, might have or might have had in the past against each person

released hereby.




 




                6.             By execution of this Release,

Releasor warrants and represents to Released Party that he understands that

this is a full, final, and complete settlement with each party released hereby

of all known and unknown Claims.




 




                7.             Should any court, by judgment or

decree, determine that this Release does not fully and finally discharge all

Claims which Releasor has or might have had against any person released hereby,

prior to the date of this Release, then Releasor agrees to reform this document

to release any such Claims not hereby released.




 




 




 




 




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 













 




                IN

WITNESS WHEREOF, the undersigned have set their hands hereunto as of the first

date written above.




 




	

   


  	

   


  	

   


  	

   


  	

  “RELEASOR”


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Name Printed:


  	

   


  
							





 




 




                The

undersigned set their hands hereunto solely for the purpose of evidencing its

acceptance of its rights, benefits and remedies provided for by this Release.




 




 




	

  “RELEASED PARTY”


  
	

   


  	

   


  
	

  CUBICO.COM, INC.


  
	

  a California corporation


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  
	

   


  	

   


  
	

  Name:


  	

   


  
	

   


  	

   


  
	

  Title:


  	

   


  
			





 













 




SCHEDULE

1




 




Exceptions to Release




 




                The following one or more

matters (if any) are not being released pursuant to the Release to which this

Schedule 1 is attached:




 




                1.




 













 




EXHIBIT 9.3(i)




FORM OF NON-SOLICITATION

AGREEMENT