Memorandum of Understanding among The Greens of Las Vegas, Inc., Sedona Worldwide Incorporated, ILX Resorts Incorporated, and Eddie Heinen (July 1, 2002)

Summary

This Memorandum of Understanding is between The Greens of Las Vegas, Inc., Sedona Worldwide Incorporated, ILX Resorts Incorporated, and Eddie Heinen. The agreement outlines a plan to finance the construction of a putting facility in Las Vegas and provide working capital. It includes a reorganization where Sedona will issue shares to GOLV, a $1 million stock purchase by ILX, and an option for Heinen to buy shares. The parties agree to negotiate further terms in good faith, conduct due diligence, and maintain ordinary business operations until closing.

EX-10.1 3 ex10-1.txt MEMORANDUM OF UNDERSTANDING Exhibit 10.1 THE GREENS OF LAS VEGAS, INC. MEMORANDUM OF UNDERSTANDING JULY 1, 2002 This Memorandum of Understanding (the "MOU") sets forth the terms of an agreement by and among The Greens of Las Vegas, Inc., a Nevada corporation ("GOLV"), Sedona Worldwide Incorporated, an Arizona corporation ("SDWW"), ILX Resorts Incorporated, an Arizona corporation ("ILX") and Eddie Heinen ("Heinen"), to finance the construction of GOLV's putting facility in Las Vegas and for general working capital. 1. TRANSACTION OUTLINE. 1.1 AMOUNT TO BE RAISED. The parties agree to use their mutual and respective best efforts, as described below, to raise financing for GOLV, as outlined in this MOU, to finance the construction of the putting facility in Las Vegas and for general working capital (the "GOLV Capital"). 1.2 REORGANIZATION. In order to raise the GOLV Capital, the parties have agreed in principal to a plan of reorganization pursuant to which SDWW will issue 8.0 million shares of its common stock at the closing of the Reorganization (the "Closing") to GOLV (the "GOLV Shares") in a stock-for-assets, reorganization (the "Reorganization"). At the Closing, SDWW shall be a public "shell company" with no material assets or liabilities, other than those liabilities disclosed on Exhibit "A", attached hereto and incorporated herein by reference. The Closing will be contingent upon the consummation of certain of the items set forth in Section 1 of this MOU. Upon the Closing, SDWW will change its name to "Greens Worldwide Incorporated" or such other name as the parties agree to use. Hereinafter, SDWW after the Closing of the Reorganization shall be referred to as "GWWI." 1.3 $1.0 MILLION SALE OF COMMON STOCK TO ILX. Upon the Closing, GWWI agrees to sell 8.0 million shares of its common stock (the "ILX Shares") to ILX or its affiliates ("ILX") for $1.0 million cash. ILX will deposit good funds with SDWW on or before the Closing Date with irrevocable instructions to pay for the ILX Shares contingent only upon the Closing, and the completion of the other transactions described herein. 1.4 HEINEN OPTION. In connection with the Reorganization, ILX will grant Heinen an option to purchase 1,000,000 shares of GWWI at an initial exercise price of $.125 per share (the "Heinen Option"), which price shall increase at the rate of ten percent (10%) per annum, compounded annually, from the date of the Clsoing until the date Heinen pays cash upon his exercise of the Heinen Option. Other terms of the Heinen Option, including but not limited to provisions for voting, exercise and expiration, shall be approved by the parties hereto prior to Closing. 1.5 GWWI BOARD COMPOSITION. At the Closing, the Board of Directors of GWWI shall take such action as may be necessary to duly elect and appoint the following persons as members of the Board of GWWI: Joseph P. Martori, Sr. Other ILX Nominee Pat McGroder or Other ILX Nominee Eddie Heinen Other ILX Nominee 1.6 GWWI OFFICERS. At the Closing, the Board of Directors of GWWI shall take such action as may be necessary to duly elect and appoint the following persons as the officers of GWWI: Joseph P. Martori, Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer Eddie Heinen, Executive Vice President Carl D. Marcello, Executive Vice President Frank Pomarico, Executive Vice President Margaret Eardely, Chief Financial Officer and Secretary Dorinne Dobson, Assistant Secretary Any amendments to the Bylaws of GWWI necessary to effect the foregoing elections shall be accomplished as of the Closing. 2. DUE DILIGENCE. The parties and their respective agents, attorneys, and representatives have had full and free access to the properties, books, and records of SDWW and GOLV for due diligence purposes. 3. GOOD FAITH NEGOTIATIONS. The parties agree to negotiate in good faith with respect to such additional terms and conditions as are usual and customary in transactions such as the Reorganization and the raising of capital for GWWI. 4. EXPENSES. Each party shall pay for its own legal and accounting fees related to this MOU and the Reorganization. 5. CONDUCT OF BUSINESS PENDING THE CLOSING. Prior to the consummation or termination of the Reorganization and the sale of shares of GWWI, GOLV and SDWW will conduct their respective businesses only in the ordinary course and none of their respective assets relating to their respective businesses shall be sold or disposed of except in the ordinary course of business or as contemplated by this MOU and/or the Reorganization. The parties agree that prior to the Closing or the termination of this MOU, neither GOLV nor SDWW shall, other than as set forth above in this MOU, issue additional securities or rights to acquire any securities without the consent of the other parties to this MOU. The parties also agree that neither SDWW nor GOLV shall incur any additional indebtedness, except in the ordinary course of business. Page 2 of 6 6. REPRESENTATIONS OF SDWW. SDWW shall make the following representations and warranties to GOLV and the other parties hereto, in connection with the Reorganization, which shall survive the Closing of the Reorganization: 6.1 SDWW is a corporation duly organized, validly existing and in good standing under the laws of Arizona, has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now contemplated to be conducted in connection with the Reorganization. 6.2 SDWW has the requisite power and authority to enter into this MOU and the agreements contemplated by the Reorganization and to carry out its obligations under the agreements as contemplated hereby. The execution and delivery of this MOU and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other proceedings on the part of SDWW are necessary to authorize the MOU and the transactions contemplated by the MOU. Except for required present or future filings under state and federal securities laws, no authorization, consent or approval of, or filing that has not been duly made with, any governmental body or authority, and no authorization, consent or approval of any third party, is necessary for the consummation by SDWW of the transactions contemplated by this agreement. 6.3 The execution and delivery of the MOU and the consummation of the transactions contemplated by the Reorganization and compliance with their terms does not as of the date of this MOU, and will not as of the Closing of the Reorganization, (i) conflict with, or result in any violation of any provision of, the Articles of Incorporation or Bylaws of SDWW, (ii) violate or conflict with, or result in a breach or termination of or default under, any agreement, instrument, license, judgment, order, decree, statute, law or regulation applicable to SDWW, or (iii) result in the creation or imposition of any lien on any asset of SDWW. 6.4 No material action, suit or proceeding is pending, or, to the best of SDWW's knowledge, is threatened against SDWW at law or in equity, or before any national, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality. 6.5 SDWW agrees to make such additional representations, warranties, and covenants in the connection with the Reorganization as are customary for a transaction of the type contemplated. 7. REPRESENTATIONS OF GOLV. GOLV makes the following representations and warranties to SDWW and the other parties hereto, which shall survive the Closing of the Reorganization: 7.1 GOLV is a corporation duly organized, validly existing and in good standing under the laws of Nevada, has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now contemplated to be conducted in connection with the Reorganization, and at the Closing will be duly qualified to do business and in good standing in each jurisdiction in which its ownership or leasing of its properties or the conduct of its business will require such qualification. Page 3 of 6 7.2 GOLV has good and marketable title to its assets, free and clear of any claim, mortgage, pledge, lien, encumbrance or liability of any kind created by or deriving from its businesses or any third parties. 7.3 GOLV has the requisite power and authority to enter into this MOU and the agreements contemplated by the Reorganization and to carry out its obligations under the agreements as contemplated hereby. The execution and delivery of this MOU and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other proceedings on the part of GOLV are necessary to authorize the MOU and the transactions contemplated by the MOU. Except for required present or future filings under state and federal securities laws, no authorization, consent or approval of, or filing that has not been duly made with, any governmental body or authority, and no authorization, consent or approval of any third party, is necessary for the consummation by GOLV of the transactions contemplated by this agreement. 7.4 The execution and delivery of this MOU and the consummation of the transactions contemplated by the Reorganization and compliance with their terms does not as of the date of this MOU, and will not as of the Closing of the Reorganization, (i) conflict with, or result in any violation of any provision of, the Articles of Incorporation or Bylaws of GOLV, (ii) violate or conflict with, or result in a breach or termination of or default under, any agreement, instrument, license, judgment, order, decree, statute, law or regulation applicable to GOLV, or (iii) result in the creation or imposition of any lien on any asset of GOLV. 7.5 No material action, suit or proceeding is pending, or, to the best of GOLV's knowledge, is threatened against GOLV at law or in equity, or before any national, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality. 7.6 GOLV agrees to make such additional representations, warranties, and covenants in the connection with the Reorganization as are customary for a transaction of the type contemplated. 8. 2002 ANNUAL MEETING OF SDWW STOCKHOLDERS. The parties agree that GWWI (formerly "SDWW") will convene its annual meeting of its stockholders as soon as practicable after the Closing, but not later than October 31, 2002, if so determined by the Board of Directors of GWWI after the Closing, to vote on the approval of such matters as such Board of Directors shall deem necessary and/or advisable. 9. MISCELLANEOUS. This MOU constitutes the entire agreement and understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all prior agreements and understandings whatsoever relating to such matters and transactions between the parties. Neither this MOU nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 10. GOVERNING LAW. This MOU shall be governed by and construed in accordance with the laws of the State of Arizona without regard to the conflict of laws provisions thereof. Page 4 of 6 11. BINDING NATURE. The parties acknowledge and agree that this MOU shall be binding on the parties. However, the parties acknowledge their intention to enter into additional agreements in connection with the Reorganization that will include the terms and conditions of this MOU and such other terms and conditions as are customary in a transaction such as the Reorganization and as may be agreed upon by the parties. The undersigned parties agree to use their best efforts to draft definitive Reorganization and other agreements incorporating the terms of this MOU into such other agreements as may be required to effect the intents and purposes outlined herein. (THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. THE SIGNATURE PAGE FOLLOWS.) Page 5 of 6 THE GREENS OF LAS VEGAS, INC. By: ______________________________ Eddie Heinen, President Date: ____________________________ SEDONA WORLDWIDE INCORPORATED By: ______________________________ Mia A. Martori, President Date: ____________________________ ILX RESORTS INCORPORATED By: ______________________________ Joseph P. Martori, Chairman Date: ____________________________ EDDIE HEINEN Date: ____________________________ Page 6 of 6