Stock Purchase Agreement between TM Capital Partners, LLC and Cyber Vision Global Ventures Holdings Limited (Parc Capital Corp. Shares)

Summary

This agreement, dated July 27, 2001, is between TM Capital Partners, LLC (the Seller) and Cyber Vision Global Ventures Holdings Limited (the Purchaser). The Seller agrees to sell 4,750,000 shares of common stock in Parc Capital Corp. to the Purchaser for $30,000. The transaction involves escrow arrangements for payment and share transfer, and the Seller guarantees clear ownership of the shares. The agreement includes representations about the company's financial condition, legal standing, and compliance with SEC filings. The closing is set for May 25, 2001, unless otherwise agreed.

EX-10.1 3 e86060_ex10-1.txt EXH. 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement") dated as of July 27, 2001, by and among Cyber Vision Global Ventures Holdings Limited, a Hong Kong Company and its designees (the "Purchaser") and TM CAPITAL PARTNERS, LLC (the "Seller"). W I T N E S S E T H : WHEREAS, Seller is the owner of an aggregate of 4,750,000 shares of the issued and outstanding Common Stock, par value $.0001 per share (the "Stock"), of Parc Capital Corp. a corporation organized under the laws of the State of Delaware (the "Company"). WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the Stock pursuant to this Agreement; and NOW, THEREFORE, IT IS AGREED: ARTICLE I SALE OF STOCK Section 1.1 Sale of Stock. Subject to the terms and conditions herein stated, Seller agrees to sell, assign, transfer and deliver to Purchaser on the Closing Date, and Purchaser agrees to purchase from Seller on the Closing Date, all of the shares of Stock. The certificate(s) representing the Stock shall be duly endorsed in blank, or accompanied by stock powers duly executed in blank, by Seller. Section 1.2 Price. On the Closing Date, Purchasers shall pay to Seller the amount of $30,000 (the "Purchase Price"). Not less than one business day prior to the Closing Date, the Purchase Price shall be paid to Edward Morris, Esq. Trust Account as escrow agent, and the Seller shall deliver the Stock to Louis E. Taubman, Esq., duly endorsed for transfer to Purchaser or its designees. Upon the Closing, Edward Morris, Esq., shall release the Seller's proceeds to Seller's agent Louis E. Taubman, Esq., Kogan, Taubman, & Neville LLC, Trust Account, and Louis E. Taubman, Esq., shall deliver the Stock to Edward Morris, Esq., for transfer to Purchaser. Section 1.3 Closing. Unless otherwise agreed to by the parties, the closing of the Sale referred to in Section 1.1 (the "Closing") shall take place at 10:00 a.m. on May 25, 2001. Such time and date are herein referred to as the "Closing Date." 1 ARTICLE II REPRESENTATIONS OF SELLER Seller represents and warrants as follows: Section 2.1 Ownership of Stock. Seller is the lawful owner of all of the shares of Common Stock to be sold to the Purchaser or its designees, which shall be free and clear of all liens, encumbrances, restrictions and claims of every kind and character, other than any of the foregoing arising from actions by Purchaser ("Encumbrances") as of the Closing referenced below. The delivery to Purchaser of the Stock pursuant to the provisions of this Agreement will transfer to Purchaser valid title thereto, free and clear of any and all Encumbrances. Section 2.2 Authorization and Validity of Agreement. Seller has full power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, assuming the due execution of this Agreement by Purchaser, is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles. Section 2.3 Consents and Approvals; No Violations. The execution and delivery of this Agreement by Seller and the consummation by Seller of the sale of the Stock as contemplated herein and the other transactions contemplated hereby (the "Sale") (a) will not violate the provisions of the Articles of Incorporation or Bylaws of the Company, (b) will not violate any statute, rule, regulation, order or decree of any public body or authority by which the Seller and the Company is bound or by which any of their respective properties or assets are bound, (c) will not require any filing with, or permit, consent or approval of, or the giving of any notice to, any United States governmental or regulatory body, agency or authority on or prior to the Closing Date (as defined in Section 1.3), and (d) will not result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any encumbrance upon any of the properties or assets of the Seller and/or the Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which the Seller and/or the Company is a party, or by which they or any of their respective properties or assets may be bound. Section 2.4 Existence and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed as a foreign corporation to conduct its business, and is in good standing in each jurisdiction in which the 2 character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not have a Material Adverse Effect. The term "Material Adverse Effect" means any circumstance, change in or effect on the Company that is materially adverse to the business, operations, properties, financial condition or results of operations of the Company, taken as a whole. Section 2.5 Capital Stock. The Company has an authorized capitalization consisting of 10,000,000 shares of Common Stock, par value $.0001 per share, of which 5,000,000 shares are issued and outstanding as of the date hereof. All such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements providing for the purchase, issuance or sale of any shares of the capital stock of the Company. Section 2.6 Subsidiaries. The Company has no subsidiaries. Section 2.7 Financial Statements. Seller has heretofore furnished Purchaser with the consolidated balance sheet of the Company for the year ended March 31, 2001, and the related statements of income and cash flows for the periods then ended, audited or reviewed by Cohen & Kameny CPA'S PLLC (the "Financial Statements"). The Financial Statements, including the footnotes thereto have been prepared in accordance with generally accepted accounting principles and fairly present in all material respects the financial position of the Company and the results of its operations and cash flows at such dates and for such periods. Since March 31, 2000, there has been no material adverse change in the financial condition, operations, or business of the Company. Section 2.8 Securities Filings. Since August 1, 2000, and prior to the execution and delivery of this Agreement, the Company has filed all forms, reports, statements and other documents required to be filed with the Securities and Exchange Commission (the "SEC"), including, without limitation, (A) all Annual Reports on Form 10-KSB, (B) all Quarterly Reports on Form 10-QSB, (C) all proxy statements relating to meetings of shareholders (whether annual or special), (D) all Reports on Form 8-K, (E) all other reports or registration statements and (F) all amendments and supplements to all such reports and registration statements filed from March 31, 1999, to the date hereof (collectively, the "SEC Reports"). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933 as amended (the "1933 Act") and the Securities Exchange Act of 1934 as amended, and the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed and as of the date hereof, and, with respect to registration statements as of their effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Section 2.9 Indebtedness. Except as set forth in Schedule 2.9, the Company has no outstanding indebtedness of any kind (including contingent obligations, tax assessments and unusual 3 forward or long-term commitments). For purposes of this Agreement, "Indebtedness" shall mean any obligation for borrowed money, including without limitation (A) any obligation owed for all or any part of the purchase price of capital assets, (B) accounts payable included in current liabilities outstanding for more than one hundred twenty (120) days and incurred in respect of property purchased in the ordinary course of business, (C) any obligations secured by any lien in respect of property even though the person owning the property has not assumed or become liable for the payment of such obligation, (D) any guarantee with respect to any of the foregoing indebtedness of another person, and (E) obligations in respect of letters of credit. Section 2.10 Litigation. There are no (i) actions, suits or legal, equitable, arbitrative or administrative proceedings pending, or to the knowledge of the Seller, threatened against the Company or (ii) judgements, injunctions, writs, rulings or orders by any governmental agency against the Company. Nor to the knowledge of Seller is there a basis for any such action, suit or other legal proceeding. Section 2.11 Taxes. With the exception of federal and state taxes for the fiscal year ending March 31, 2001, the Company has filed all federal, state and foreign income tax returns and all other material tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it in writing and all other related penalties and charges other than those being contested in good faith and by appropriate proceedings. The charges, accruals and reserves on the other governmental charges are, in the opinion of the Company, adequate. The Company has not given or been requested to give a waiver of the statute of limitations relating to the payment of Federal or other taxes. Section 2.12 Broker's or Finder's Fees. No agent, broker, firm or other Person acting on behalf of Seller or the Company is, or will be, entitled to any commission or broker's or finder's fees from any of the parties hereto, or from any Person controlling, controlled by or under common control with any of the parties hereto, in connection with any of the transactions contemplated herein. Section 2.13 Transactions with Affiliates. Schedule 2.13 attached hereto identifies all material contracts, commitments and agreements in effect as of the date hereof and which will continue in effect after the consummation of the Sale by and between the Company on the one hand and Seller or any of its Affiliates on the other. As used in this Agreement, an "Affiliate" shall mean any Person directly or indirectly controlling, controlled by or under direct or indirect common control with another Person, or any relative (including by marriage) of a Person. Section 2.14 Accuracy of Information. None of the representations and warranties of Seller contained herein or in the documents furnished by them pursuant hereto contain any material misstatement of fact, or omit to state any material fact necessary to make the statements herein or therein in light of the circumstances in which they were made not misleading. ARTICLE III 4 REPRESENTATIONS OF PURCHASER Purchaser represents and warrants as follows: Section 3.1 Existence and Good Standing of Purchaser; Authorization. (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Hong Kong. (b) Purchaser has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement (and any ancillary documents referenced in this Agreement) to which it is or will be a party, by Purchaser, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized and approved by its Board of Directors, and no other corporate or shareholder action on the part of Purchaser or its shareholders is necessary to authorize the execution, delivery and performance of this Agreement or the Ancillary Documents by Purchaser and the consummation of the Sale and the other transactions contemplated hereby or thereby. This Agreement has been (and the Ancillary Documents will be or have been) duly executed and delivered by Purchaser and, assuming the due execution of this Agreement by Seller, will constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except to the extent that enforceability may be subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles. As used herein, the term "Ancillary Documents" shall mean all of the agreements (other than this Agreement), certificates and documents required to be delivered on or prior to the Closing Date in connection with the transactions contemplated hereby and thereby. Section 3.2 Consents and Approvals; No Violations. The execution and delivery of this Agreement or any of the Ancillary Documents by Purchaser and the consummation of the transactions contemplated hereby (a) will not violate any provisions of the Certificate of Incorporation or Bylaws of Purchaser, (b) will not violate any statute, rule, regulation, order or decree of any public body or authority by which Purchaser is bound or by which any of its properties or assets are bound, (c) will not require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority on or prior to the Closing Date and (d) will not result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any encumbrance upon any of the properties or assets of Purchaser under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which Purchaser is a party, or by which it or any of its properties or assets may be bound. 5 Section 3.3 Purchase for Investment. Purchaser and its assigns or designees will acquire the Stock solely for its own account for investment purposes only and not with a view toward any resale or distribution thereof. Purchaser agrees that the Stock may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from such registration available under such Act, and without compliance with the securities laws of other jurisdictions, to the extent applicable. Purchaser and its assigns or designees have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of its purchase of the Stock. Purchaser confirms that the Company and Seller have made available to Purchaser the opportunity to ask questions of the officers and management employees of the Company and to acquire additional information about the business and financial condition of the Company. Section 3.4 Available Funds. Purchaser will have on the Closing Date sufficient funds to perform all of its obligations under this Agreement, including, without limitation, to make the payments required hereunder described in Section 1.2 hereto. Section 3.5 Litigation. There is no action, suit or proceeding, at law or in equity by any Person or any arbitration or any administrative or other proceeding before any governmental body or instrumentality or agency, pending or, to the knowledge of the Purchaser, threatened in writing, which is reasonably likely to have a material adverse effect on Purchaser's ability to consummate the Sale and the other transactions contemplated by this Agreement. Section 3.6 No Outside Reliance. Purchaser has not relied and is not relying upon any statement or representation not made in this Agreement or a Schedule hereto or in any certificate or document required to be provided by the Company or the Seller pursuant to this Agreement. Section 3.7 Broker's or Finder's Fees. No agent, broker, firm or other Person acting on behalf of Purchaser is, or will be, entitled to any commission or broker's or finder's fees from any of the parties hereto, or from any Person controlling, controlled by or under common control with any of the parties hereto, in connection with any of the transactions contemplated herein. Section 3.8 Accuracy of Information. None of the representations and warranties of Purchaser contained herein or in the documents furnished pursuant hereto contain any material misstatement of fact, or omit to state any material fact necessary to make the statements herein or therein in light of the circumstances in which they were made not misleading. ARTICLE IV CERTAIN AGREEMENTS Section 4.1 Reasonable Best Efforts. Each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action to do or cause to be done, and to assist 6 and cooperate with the other party hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including, but not limited to, (a) the obtaining of all necessary waivers, consents and approvals from governmental or regulatory agencies or authorities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any approval or waiver from, or to avoid any action or proceeding by, any governmental agency or authority, (b) the obtaining of all necessary consents, approvals or waivers from third parties and (c) the defending of any lawsuits or any other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any temporary restraining order entered by any court or administrative authority vacated or reversed. Section 4.2 Payment of Pre-Closing Accounts Payable. Seller shall pay all liabilities, claims, damages, encumbrances, taxes, accounts payable or other Indebtedness of the Company existing on or prior to the Closing Date, including, without limitation, the accounts payable and Indebtedness set forth on Schedule 2.9. Section 4.3 Payment of Taxes for Fiscal Year Ending March 31, 2001. Seller shall pay all federal, state and local taxes due and owing by the Company as of the close of the Fiscal Year ending March 31, 2001, together with the costs of preparing and filing such tax returns as are necessary and proper. ARTICLE V CONDITIONS TO PURCHASER'S OBLIGATIONS The purchase of the Stock by Purchaser on the Closing Date is conditioned upon the satisfaction or waiver, at or prior to the consummation of the Sale, of the following conditions: Section 5.1 Truth of Representations and Warranties. The representations and warranties of Seller contained in this Agreement or in any Schedule delivered pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties have been made on and as of such date (except to the extent that any such representation and warranty is stated in this Agreement to be made as of a specific date, in which case such representation and warranty shall be true and correct as of such specified date). Section 5.2 Performance of Agreements. Each and all of the agreements of Seller to be performed at or prior to the Closing Date pursuant to the terms hereof shall have been duly performed in all material respects. Section 5.3 No Injunction. No court or other government body or public authority shall have issued an order which shall then be in effect restraining or prohibiting the completion of 7 the transactions contemplated hereby. Section 5.4 No Litigation. There shall not be any action, suit or proceeding pending or threatened that seeks to (i) make the consummation of the transactions contemplated hereby illegal or otherwise restrict or prohibit consummation thereof or (ii) require the divestiture by Purchaser or any of its subsidiaries or Affiliates of shares of stock or of any business, assets or property of any of its subsidiaries or Affiliates, or impose any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock and which, in either case, in the reasonable, good faith determination of Purchaser has a significant likelihood of having a material adverse effect on Purchaser. Section 5.5 Delivery of Books and Records. Seller shall deliver true and complete copies of all books and records of the Company, including, without limitation, minute books, certified copies of organizational documents (Articles, Bylaws, etc.), accountant's work papers, stock transfer books and ledgers, a certified shareholder list dated as of a date within five days of the closing date, a current DTC report, and all other operational and administrative records. Section 5.6 Resignation of Officers and Directors. The resignation of Mark Elenowitz and Louis Taubman as officers and directors of the Company, effective at the closing, or at such reasonable time thereafter as Purchaser shall designate their replacements. ARTICLE VI CONDITIONS TO SELLER'S OBLIGATIONS The sale of the Stock by Seller on the Closing Date is conditioned upon satisfaction or waiver, at or prior to the consummation of the Sale of the following conditions: Section 6.1 Truth of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement or in any Ancillary Document shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Purchaser shall have delivered to Seller a certificate, dated the Closing Date, to such effect. Section 6.2 Performance of Agreements. Each and all of the agreements of Purchaser to be performed at or prior to the Closing Date pursuant to the terms hereof or in any of the Ancillary Documents shall have been duly performed in all material respects, and Purchaser shall have delivered to Seller a certificate, dated the Closing Date, to such effect. Section 6.3 No Injunction. No court or other government body or public authority shall have issued an order which shall then be in effect restraining or prohibiting the completion of the transactions contemplated hereby. 8 ARTICLE VII SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION Section 7.1 Survival of Representations. The representations and warranties set forth in this Agreement shall survive for one year after the Closing Date, except for the representations and warranties set forth in Sections 2.9, 2.10, 2.11, 4.2 and 4.3, which shall survive for five years after the Closing Date and the representations and warranties set forth in Section 2.5, which shall survive indefinitely (it being understood that all representations are made as of the date of closing and that any changes made subsequent to closing shall be the responsibility of the buyer). Section 7.2 Indemnities. (a) Seller hereby agrees to indemnify and hold harmless Purchaser and the Company from and against any and all damages, claims, losses or expenses (including reasonable attorneys' fees and expenses) ("Damages") actually suffered or paid by Purchaser or the Company as a result of the breach of any representation, warranty or covenant made by any Seller in this Agreement. To the extent that Seller's undertakings set forth in this Section 7.2(a) may be unenforceable, Seller shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder. (b) Purchaser and the Company hereby agree to indemnify and hold harmless Seller against Damages actually suffered or paid by Seller as a result of the breach of any representation, warranty or covenant made by the Purchaser in this Agreement. To the extent that the Purchaser's undertakings set forth in this Section 7.2(b) may be unenforceable, the Purchaser and the Company shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder. (c) Any party seeking indemnification under this Article VII (an "Indemnified Party") shall give each party from whom indemnification is being sought (each, an "Indemnifying Party") notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Article VII with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Article VII (collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and 9 control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 7.2(c) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party. ARTICLE VIII MISCELLANEOUS Section 8.1 Expenses. The parties hereto shall pay all of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their respective counsel, financial advisors and accountants. Purchaser specifically agrees that any costs and expenses associated with the filing of a Form 8-K regarding the change in control contemplated by this Agreement shall be borne by the Purchaser. Section 8.2 Governing Law; Consent to Jurisdiction. This Agreement will be deemed to have been made and delivered in New York, New York and will be governed as to validity, interpretation, construction, effect and all other respects by internal laws of the State of New York. The Seller and the Purchaser agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively before the American Arbitration Association. The arbitrators shall render a written opinion. Any award the arbitrators makes shall be final and binding on both 10 parties, and judgment on it may be entered in any court having jurisdiction. The arbitrators are authorized to award attorneys' fees and expenses to the prevailing party in any such arbitration. Section 8.3 Captions. The Article and Section captions used herein are for reference purposes only, and shall not in any way affect the meaning or interpretation of this Agreement. Section 8.4 Notices. Any notice or other communications required or permitted hereunder shall be sufficiently given if delivered in person or sent by telecopy or by registered or certified mail, postage prepaid, addressed as follows: if to Purchaser: Cyber Vision Global Ventures Holdings Limited. c/o Edward J. Morris, Esq. 5 Montgomery Avenue Erdenheim, PA 19038 Tel: (215) 402-0963 Fax: (215) 402-0962 and if to Seller: TM Capital Partners, LLC 15245 Shady Grove Road Suite 400 Rockville, MD Tel: (301) 947-8010 Fax: (301) 947-8087 or such other address or number as shall be furnished in writing by any such party, and such notice or communication shall be deemed to have been given as of the date so delivered, sent by telecopy or mailed. Section 8.5 Parties in Interest. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Section 8.6 Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. Section 8.7 Entire Agreement. This Agreement, including the Exhibits, Schedules and other documents referred to herein which form a part hereof, and the Confidentiality Agreement and Ancillary Documents contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter other than the Confidentiality Agreement. 11 Section 8.8 Third Party Beneficiaries. Each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the parties hereto. IN WITNESS WHEREOF, each of the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. PURCHASER: CYBER VISION GLOBAL VENTURES HOLDINGS LIMITED By: /s/ JANICE GALANIS ------------------------------------------ Janice Galanis Authorized Signatory SELLER: TM CAPITAL PARTNERS, LLC By: /s/ MARK ELENOWITZ ------------------------------------------ Mark Elenowitz, Managing Director 12 Schedule 2.9 None. 13 Schedule 2.13 None. 14