Complaint Review: Tctalent Options Talent Transcontinental Talent Trans Continental Talent

HERE IT IS FOLKS- what so many of you have been waiting for- an internal company document that I found the other night while working late (we have 2 sales shifts and I was on the "b" shift- which ran til about midnight (for the west coast customers and now Hawaii which we just opened last week).

so I go into my manager's office to ask him a question and the office is empty- I ask a coworker "where's Tony" and they say he left early- something with his girlfriend. so I go to write a note on his desk and I see this- it's clearly marked- "Not for release or publication- draft version 2.0".

well, it wasn't stapled so I just quickly flipped thru a few pages and my eyes widened. I mean, check out section 6.4.10- it basically says we (TCTalent) can use all the bands that lou pearlman has on our site with no royalties- how crazy is that?!

check out compensation- I mean some of these people get paid even if they get fired!!! that is nuts- if you suck bad enough to get fired you shouldn't be getting paid for another year! otherwise, why fire you- stay there and collect the salary and at least work!

I got so angry I didn't even leave the note for my boss- I tucked this into my jacket, made a copier at a copy machine way in the back where nobody would see me, and returned it to his desk.

I then scanned it in and have cut it up into 4 pieces for you all to read.

brace yourselves- it's heavy stuff about the merger, who gets paid what, etc. etc.!

fight on people- I'm outta here- gotta get back to work (on the "a" shift today :)

"Ron"
___________________________________________

AGREEMENT AND PLAN OF MERGER
____________________________________

Among

OPTIONS TALENT GROUP

TRANS CONTINENTAL ACQUISITION CORP.

TRANS CONTINENTAL CLASSICS, INC.

and

THE OTHER PARTIES NAMED HEREIN

September 5, 2002


TABLE OF CONTENTS
Page

ARTICLE 1
Definitions

1.1

Defined Terms

1
1.2 Other Definitional and Interpretive Provisions 4

ARTICLE 2
Merger

2.1

The Merger

4
2.2 Effective Time 4
2.3 Effects of the Merger 5
2.4 Charter and Bylaws 5
2.5 Directors 5
2.6 Officers 5
2.7 Effect on Capital Stock 5
2.8 Exchange of Certificates 6
2.9 Closing; Deliveries 6

ARTICLE 3
Representations and Warranties of the Buyer

3.1

Organization and Standing

7
3.2 Authority, Enforceability 7
3.3 Non-Contravention 8
3.4 Consents and Approvals 8
3.5 Capitalization of Buyer and Acquisition Sub 8
3.6 Issuance 8
3.7 Brokers 8
3.8 Interests in Third Parties 8
3.9 Financial Statements 9
3.10 No Title To Real Estate 9
3.11 Personal Property 9
3.12 Compensation of Other Obligations 9
3.13 Outstanding Material Agreements 10
3.14 No Change in Material Obligations 10
3.15 Tax Returns and Status 11
3.16 No Undisclosed Assets or Liabilities 12

ARTICLE 4
Representations and Warranties of the Company

4.1

Organization and Standing

12
4.2 Authority, Enforceability 12
4.3 Non-Contravention 12
4.4 Consents and Approvals 13
4.5 Capitalization of Company 13
4.6 Brokers 13
4.7 No Liabilities 13
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ARTICLE 5
Representations and Warranties of the Stockholders

5.1

Authority; Authorization

13
5.2 Ownership of Shares 14
5.3 Enforceability 14
5.4 Non-Contravention 14
5.5 Consents and Approvals 14
5.6 Securities Matters 14

ARTICLE 6
Pre-Closing Covenants
6.1 Name Change 16
6.2 Trading Symbol 16
6.3 Board of Directors and Advisory Board 17
6.4 Chairman of the Board 18
6.5 Other Officers 19
6.6 Fairness Opinion 19
6.7 Reverse Stock Split; Conversion of Series C Preferred 19
6.8 Future Private Capital Raises 20
6.9 Series C Holders Standstill 20

ARTICLE 7
Conditions to Closing

7.1

Conditions to Buyer's and Acquisition Sub's Obligations

20
7.2 Conditions to Obligations of the Stockholders and the Company 21

ARTICLE 8
Additional Agreements
8.1 Further Assurances 22
8.2 Publicity 22
8.3 Transfer of Buyer Stock 23

ARTICLE 9
Remedies for Breach of this Agreement
9.1 Survival of Representations and Warranties 23
9.2 Indemnification 23

ARTICLE 10
[Reserved]

ARTICLE 11
Miscellaneous

11.1

Notices

24
11.2 Entire Agreement 25
11.3 Benefits; Binding Effect; Assignment 25
11.4 Waiver 25
11.5 No Third Party Beneficiary 25
11.6 Severability 25
11.7 Expenses 25
11.8 Section Headings 25
11.9 Counterparts 25
11.10 Governing Law; Waiver of Jury Trial 26
11.11 Survival 26
11.12 Construction; Counsel 26
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of the 5th day of September, 2002, by and among (i) Options Talent Group, a Nevada corporation (the "Buyer"), (ii) Trans Continental Acquisition Corp., a Nevada corporation and wholly owned subsidiary of Buyer ("Acquisition Sub"), (iii) Trans Continental Classics, Inc., a Nevada corporation (the "Company"), (iv) Louis J. Pearlman and President(together the "Stockholders" and each a "Stockholder"), and (v) each of the individuals and entities listed on the signature pages to this Agreement under the caption "Series C Holders" (collectively the "Series C Holders" and each a "Series C Holder"). Buyer, Acquisition Sub, the Company, the Stockholders and the Series C Holders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

R E C I T A L S
A. The Boards of Directors of Buyer and Acquisition Sub deem it advisable and in the best interest of said corporations and their respective stockholders that Acquisition Sub merge (the "Merger") with and into the Company as provided herein and have approved and adopted the form, terms and provisions of this Agreement and the Merger.
B. The Board of Directors of the Company deems the Merger advisable and in the best interest of said corporation and its stockholders and the Board of Directors and stockholders of the Company have approved and adopted the form, terms and provisions of this Agreement and the Merger.
In consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein, the Parties agree as follows:

ARTICLE 1
Definitions
1.1 Defined Terms. In addition to terms defined elsewhere in this Agreement, the following terms when utilized in this Agreement, unless the context otherwise requires, shall have the meanings indicated, which meanings shall be equally applicable to both the singular and plural forms of such terms:
"Acquisition Sub" has the meaning ascribed to such term in the preamble to this Agreement.
"Additional Share Distribution Date" has the meaning ascribed to such term in Section 2.7.3 hereof.
"Affiliate" with respect to any Person means any Person (a "Controlling Person") which, directly or indirectly, through one or more intermediaries, controls the subject Person or any Person which is controlled by or is under common control with a Controlling Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by" and "under common control with"), with respect to any Person, means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.
"Agreement" means this Agreement and Plan of Merger together with all exhibits and schedules contemplated hereby.
"Authority" means any federal, state, or local governmental regulatory agency, commission, bureau, authority, court or arbitration tribunal.
"Buyer" has the meaning ascribed to such term in the Preamble to this Agreement.
"Buyer Balance Sheet" has the meaning ascribed to such term in Section 3.9 hereof.
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"Buyer Stock" means the common stock, par value $0.001 per share, of Buyer.
"bylaws" has the meaning ascribed to such term within the definition of "Charter" hereunder.
"Certificate of Merger" has the meaning ascribed to such term in Section 2.2 hereof.
"Certificate of Designations" has the meaning ascribed to such term in Section 6.3.1(h) hereof.
"Certificates" has the meaning ascribed to such term in Section 2.9.1 hereof.
"Charter" and "bylaws," respectively, mean with respect to any corporation, those instruments that, among other things, (i) define its existence, as filed or recorded with the applicable Authority, including, without limitation, such corporation's Articles or Certificate of Incorporation, Organization or Association, and (ii) otherwise govern its internal affairs, in each case as amended, supplemented, or restated.

"Closing" has the meaning ascribed to such term in Section 2.9 hereof.
"Closing Date" means September 5, 2002, or such other date as shall be mutually agreed upon by all of the Parties.
"Common Stock" means the common stock of the Company, par value $0.001 per share.
"Company" has the meaning ascribed to such term in the Preamble hereto.
"Controlling Person" as the meaning ascribed to such term under the definition of "Affiliate" in this Definitions section.
"Corporation Law" has the meaning ascribed to such term in Section 2.1 hereof.
"Defense Counsel" has the meaning ascribed to such term in Section 9.2.6 hereof.
"Defense Notice" has the meaning ascribed to such term in Section 9.2.6 hereof.
"Documents" has the meaning ascribed to such term in Section 3.2 hereof.
"Effective Time" has the meaning ascribed to such term in Section 2.2 hereof.
"Exchange Act" has the meaning ascribed to such term in Section 5.6.4 hereof.
"Indemnified Parties" has the meaning ascribed to such term in Section 9.2.6 hereof.
"Indemnifying Parties" has the meaning ascribed to such term in Section 9.2.6 hereof.
"Law" means any law, statute, rule or regulation, and any judgment or order of any Authority.
"License Agreement" has the meaning ascribed to such term in Section 6.4.10 hereof.
"Lien" means any lien, charge, claim, restriction, encumbrance, security interest or pledge of any kind whatsoever.
"Lock-up and Escrow Agreement" has the meaning ascribed to such term in Section 7.1.9 hereof.
"Losses" means all damages (including punitive, consequential, special or indirect damages), costs, obligations, losses, expenses, and fees (including court costs and reasonable attorneys' (excluding in-house attorneys) fees and expenses) that the subject Person may sustain.
"McDonald Employment Agreement" has the meaning ascribed to such term in Section 7.1.8 hereof.
"Merger" has the meaning ascribed to such term in the Recitals hereto.
"Merger Consideration" has the meaning ascribed to such term in Section 2.7.3 hereof.
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"Pearlman Employment Agreement" has the meaning ascribed to such term in Section 7.1.8 hereof.

"Person" means any natural person, corporation, limited liability company, unincorporated organization, partnership, association, joint-stock company, joint venture, trust or government, or any agency or political subdivision of any government.
"Requirement for an Information Statement" has the meaning ascribed to such term in Section 6.1.1 hereof.
"Reverse Stock Split Effective Date" has the meaning ascribed to such term in Section 6.7.1 hereof.
"SEC" means the United States Securities and Exchange Commission.
"Series C Holder" and "Series C Holders" have the meaning ascribed to such terms in the preamble hereto.
"Series C Preferred" has the meaning ascribed to such term in Section 3.5 hereof.
"Side Letter" has the meaning ascribed to such term in Section 7.1.9 hereof.
"Stockholder" and "Stockholders" have the meanings ascribed to such terms in the preamble hereto.
"Surviving Corporation" has the meaning ascribed to such term in Section 2.1 hereof.
"TCTI" means Trans Continental Talent, Inc. f/k/a Options Talent, Inc., a Delaware corporation and wholly-owned subsidiary of Buyer.
"Third Party Claim" has the meaning ascribed to such term in Section 9.2.4.
1.2 Other Definitional and Interpretive Provisions
1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the defined meanings when used in any certificate, report or other document made or delivered pursuant hereto.
1.2.2 The words "hereof," "herein," "hereunder" and "hereto" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE 2
Merger
2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada General Corporation Law (the "Corporation Law"), Acquisition Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Acquisition Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of the Company in accordance with the Corporation Law. At the election of Buyer, any direct or indirect wholly owned subsidiary of Buyer may be substituted for Acquisition Sub as a constituent corporation in the Merger. In such event, the Parties agree to execute an appropriate amendment to this Agreement in order to reflect the foregoing.

2.2 Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, the Parties shall file articles of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the Corporation Law and shall make all other filings or recordings required under the Corporation Law.
3


The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Nevada Secretary of State, or at such other time as Acquisition Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the "Effective Time").
2.3 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the Corporation Law.

2.4 Charter and Bylaws. The Charter and bylaws of the Company as in effect immediately prior to the Effective Time shall be the Charter and bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

2.5 Directors. Mark R. Tolner, the sole director of Acquisition Sub immediately prior to the Effective Time shall be the sole director of the Surviving Corporation until the earlier of his resignation or removal or until his respective successors are duly elected and qualified, as the case may be.

2.6 Officers. Mark R. Tolner, the president, treasurer and secretary of Acquisition Sub immediately prior to the Effective Time and such other persons as Buyer shall designate shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

2.7 Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the outstanding capital of the Company or Acquisition Sub:

2.7.1 Each issued and outstanding share of common stock of Acquisition Sub shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

2.7.2 Each share of Common Stock that is held in the treasury of the Company shall automatically be canceled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor.

2.7.3 Each share of Common Stock issued and outstanding (other than shares of Common Stock to be canceled in accordance with Section 2.7.2 hereof) shall be converted into the right to receive from the Buyer (i) as of the Closing Date, 1,162.8 fully paid and non-assessable shares of Buyer Stock (which is determined by dividing 116,280,000 by the number of issued and outstanding shares of Common Stock immediately prior to the Closing Date) and (ii) as of the 5th calendar day following the Reverse Stock Split Effective Date (such 5th day, the "Additional Share Distribution Date"), that number of fully paid and non-assessable shares of the Buyer Stock equal to the quotient obtained by dividing (A) the number of shares of Buyer Stock which when added to the aggregate number of shares of Buyer Stock issuable pursuant to Clause (i) of this Section 2.7.3 equals 51% of the fully diluted capital stock of Buyer as of the Closing Date (as adjusted to reflect the effectiveness of the reverse stock split referenced in Section 6.7.1) by (B) the number of shares of Common Stock outstanding immediately prior to the Closing Date ((i) and (ii) collectively, the "Merger Consideration"). Notwithstanding anything herein to the contrary, in no event shall the Merger Consideration equal greater than 51% of the fully-diluted capital stock of Buyer (including the Merger Consideration) as of the Closing Date. As of the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.
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2.8 Exchange of Certificates.
2.8.1 At or after the Effective Time, upon receipt of and in exchange for each certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (the "Certificates"), the holder of such Certificate shall be entitled to receive as of the dates set forth in Section 2.7.3 in exchange therefor the amount of Merger Consideration which the shares of Common Stock (also referred to herein as the "Shares") theretofore represented by such Certificate shall have been converted pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.9.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Merger Consideration, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.7 hereof. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Buyer may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the Shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum and in such form as it may reasonably direct and from such issuer as it may reasonably approve of, as indemnity against any claim that may be made against Buyer or the Surviving Corporation.

2.8.2 All Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Section 2.8 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8.

2.9 Closing; Deliveries. Subject to the fulfillment or waiver of the conditions precedent set forth in Article 7 hereof, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Greenberg Traurig, P.A., in Orlando, Florida at 9:00 am (local time) on the Closing Date. The Closing Date may be extended by mutual written agreement of the Buyer and the Company. Except as otherwise provided herein, all proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.

2.9.1. At or prior to the Closing, the Company and the Stockholders (with respect to subsection (iv) below) shall deliver to Buyer:

(i) the Certificate of Merger, duly executed by the Company;

(ii) the resignations of all the officers and directors of the Company, other than those continuing to serve in such capacities with the Surviving Corporation;

(iii) the stock book, stock ledger, minute books and corporate seal of the Company; and
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(iv) the certificates executed by the Company as required by Section 7.1.3 and Section 7.1.5.
2.9.2 At or prior to the Closing, Buyer shall deliver:
(i) to the Stockholders the certificates executed by the Buyer as required by Section 7.2.3 and Section 7.2.5.
2.9.3 At Closing, Buyer shall wire to an account designated in writing by Greenberg Traurig, LLP ("GT") the outstanding fees and expenses of GT as special counsel to Buyer.

ARTICLE 3.
Representations and Warranties of the Buyer

In order to induce the Stockholders and the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer hereby represents and warrants to the Stockholders and the Company as follows:

3.1 Organization and Standing. Each of the Buyer and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Copies of the Charter and bylaws of each of the Buyer and Acquisition Sub and all amendments thereto as in effect on the date hereof have been delivered to the Stockholders and the Company are complete and correct as of the date hereof.

3.2 Authority, Enforceability. The Buyer and the Acquisition Sub each have all requisite corporate power and authority to execute and deliver this Agreement, and the other agreements, instruments, certificates and documents contemplated hereby (each a "Document" and, collectively, the "Documents") to which it is a party, to perform its obligations under each such Document, and to consummate the transactions contemplated by this Agreement and each such Document. The execution, delivery and performance by each of the Buyer and the Acquisition Sub of this Agreement and each Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer and the Acquisition Sub, respectively. This Agreement and each Document to which the Buyer and/or the Acquisition Sub is a party is, or upon its execution and delivery will be, a valid and binding obligation of the Buyer and/or the Acquisition Sub, as applicable, enforceable against it in accordance with the terms thereof, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

3.3 Non-Contravention. Except as set forth on Schedule 3.3 hereto, neither the execution, delivery or performance by each of the Buyer and the Acquisition Sub of this Agreement or any Document to which either is a party, nor the consummation by each of the Buyer and the Acquisition Sub of the transactions contemplated hereby or thereby, nor compliance by each of the Buyer and the Acquisition Sub with any of the provisions hereof or thereof will (i) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Authority, in each case applicable to the Buyer, Acquisition Sub, or their respective assets or properties, or (ii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Buyer and/or the Acquisition Sub pursuant to, any material instrument or agreement to which the Buyer and/or the Acquisition Sub is a party or by which the Buyer, Acquisition Sub, or their respective properties may be bound or affected, except where the violation, conflict, breach or default would not have a material adverse effect on the ability of the Buyer and/or Acquisition Sub to consummate the transactions contemplated by this Agreement.
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3.4 Consents and Approvals. Except as set forth on Schedule 3.4 hereto, no filing with, and no permit, authorization, consent or approval of any Authority or any other Person is necessary for the consummation by the Buyer and the Acquisition Sub of the transactions contemplated hereby.

3.5 Capitalization of Buyer and Acquisition Sub. Buyer's authorized capital stock consists solely of (i) 500,000,000 shares of Buyer Stock of which 113,919,593 are issued and outstanding, and (ii) 5,000,000 shares of preferred stock designated Series C Convertible Preferred Stock, par value $.001 per share (the "Series C Preferred"), all of which are outstanding. Acquisition Sub's authorized capital stock consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding and held by Buyer. The issued and outstanding shares of capital stock of Buyer and Acquisition Sub were not issued in violation of the preemptive rights of any person or any agreement or Law by which Buyer or Acquisition Sub, as applicable, at the time of issuance was bound.

3.6 Issuance. The Buyer Stock to be delivered by Buyer to the Stockholders hereunder have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully-paid and non-assessable.

3.7 Brokers. The Buyer and the Acquisition Sub have not employed any broker or finder and has not incurred and will not incur any broker's, finder's or similar fees, commissions or expenses payable by the Buyer in connection with the transactions contemplated by this Agreement.

3.8 Interests in Third Parties. Except as set forth on Schedule 3.8, neither the Buyer nor Acquisition Sub owns stock in, or controls, directly or indirectly, any other corporation, association or business organization. Except as set forth on Schedule 3.8, neither the Buyer nor the Acquisition Sub is a party to any joint venture or partnership.

3.9 Financial Statements. Buyer has heretofore furnished Company and Stockholders with complete copies of the audited financial statements of Buyer for the period from inception through July 31, 2001, including a balance sheet as at the end of such period, certified by Cohen, Rutherford, Blum and Schott, PC, independent public accountants retained by Buyer. The balance sheet of Buyer for the fiscal period ended April 30, 2002 annexed hereto as Schedule 3.9, is herein referred to as the "Buyer Balance Sheet." Except as set forth on Schedule 3.9, all such financial statements have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated, reflect all known liabilities of the Buyer, including all known contingent liabilities as of their respective dates, and present fairly the financial condition of Buyer at such dates and the results of operations for the periods then ended.

3.10 No Title To Real Estate. Buyer does not have any ownership interest in, or any fee title to, any real property. Buyer does not have a leasehold interest in any real property, except for real property leased by Buyer as described in and noted in Schedule 3.10.

3.11 Personal Property. Except as noted in Schedule 3.11, Buyer owns or otherwise controls, all of the personal property reflected in the Buyer Balance Sheet and all personal property acquired by Buyer since the date thereof (except such property as has been disposed of in the ordinary course of business) free and clear of any liens, claims, charges, exceptions or encumbrances, except for those, if any, which in the aggregate are not material and which do not materially affect the continued use of such property. Except for inventories and items disposed of in the ordinary course of business, all machinery, tools, equipment and other tangible assets included in determining the net worth of Buyer in the Buyer Balance Sheet currently are used by or useful to Buyer in the ordinary course of business and in the manufacture of the products of Buyer and are in good operating condition and in a state of reasonable maintenance and repair. The inventories included in determining the net worth of Buyer in the Buyer Balance Sheet were in good condition and were not in excess of reasonable requirements, no material item of inventory included therein was valued in excess of its reasonable value, and the finished goods produced by Buyer conform to customary trade standards for marketable goods.
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3.12 Compensation of Other Obligations. Attached hereto as Schedule 3.12 is a true and complete list as of the date of this Agreement, setting forth:

(a) The name of each director and officer of Buyer and the offices held by each.

(b) The name of each person (whether an employee of or consultant to the Buyer) whose compensation from the Buyer or any of its affiliates for the period January 1, 2002 to August 23, 2002 equaled or exceeded the rate of $75,000 per year for services rendered, the amount paid or payable to each such person for such services, and the basis therefore, and copies of all written agreements under which each such person is employed or retained as a consultant have been provided to the Company and Stockholders on or prior to the date hereof.

(c) The name of each bank in which the Buyer or any of its affiliates has an account or safe deposit box, the identifying numbers or symbols thereof, and the name of each person authorized to draw thereon or to have access thereto.

(d) The name of each person, if any, holding tax or other powers of attorney from the Buyer, and a summary statement of the terms thereof.

3.13 Outstanding Material Agreements. Buyer has delivered to Company and the Stockholders summaries of all material contracts, obligations and commitments of Buyer. No material default or alleged default exists thereunder, and there are no material agreements of the parties relating to such contracts, obligations and commitments, which have not been disclosed to the Company and the Stockholders. Except as listed in Schedule 3.13, the Buyer is not a party to any written or oral:

(a) Contract not made in the ordinary course of business other than this Agreement.

(b) Employment contract which is not terminable without material cost or other material liability to the Company, or any successor thereof, upon notice of 30 days or less.

(c) Contract with any labor union.

(d) Bonus, pension, profit sharing, retirement, stock purchase, hospitalization, insurance or similar plan providing for employee benefits.

(e) Lease with respect to any property, real or personal, whether as lessor or lessee.

(f) Contract for the future purchase of materials, supplies or equipment (i) which is in excess of the current requirements of the business of Buyer now booked or for normal operating inventories, or (ii) which is not terminable without material cost or liability to Buyer, or any successor thereof, upon notice of 30 days or less.

(g) Contract for the performance of service for or by Buyer which is not terminable without material cost or liability to Buyer, or any successor thereof, upon notice of 30 days or less.

(h) Insurance contract.
(i) Contract continuing for a period of more than six months from its date.
(j) Loan agreement or other contract for money borrowed.
3.14 No Change In Material Obligations. Except as set forth in Schedule 3.14, the Buyer has not, since the date of the Buyer Balance Sheet:
(a) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except in connection with the performance of this Agreement or which has been disclosed in writing to the Stockholders.
(b) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligation or liability (absolute, accrued, contingent or otherwise) other than (i) liabilities shown or reflected on
8


the Buyer Balance Sheet, or (ii) liabilities incurred since the date of the Buyer Balance Sheet in the ordinary course of business.
(c) Increased or established any reserve for taxes or any other liability on its books or otherwise provided therefor, except as may have been required due to income or operations of the Buyer since the date of the Buyer Balance Sheet.
(d) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible.
(e) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business.
(f) Disposed of or permitted to lapse any patents, copyrights or trademarks or any patent, copyright or trademark applications material to the operation of its business.
(g) Granted any general or uniform increase in the rates of pay of employees or any substantial increase in salary payable or to become payable by it to any officer, employee, consultant, or agent (other than normal merit increases), or by means of any bonus or pension plan, contract or other commitment increased the compensation of any officer, employee, consultant or agent.
(h) Made any declaration, setting aside or payment to its stockholders of any dividend or other distribution in respect of its capital stock, or redeemed or purchased any of its capital stock, or agreed to take any such action unless expressly provided for in this Agreement.
(i) Except for this Agreement, entered into any material transaction other than in the ordinary course of business.
(j) Issued any stocks, bonds or other corporate securities except as specifically described and disclosed to the Company and the Stockholders in this Agreement.
(k) Experienced damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change in its financial condition, assets, liabilities or business.
3.15 Tax Returns and Status. Except as set forth on Schedule 3.15, Buyer has filed all tax returns required to be filed by it under the laws of the United States, the state of its incorporation and each state in which it is required to do so. Except as set forth on Schedule 3.15, to the extent required, Buyer has paid or set up an adequate reserve in respect of all taxes for the periods covered by such returns. Except as set forth on Schedule 3.15, Buyer does not have any tax liability for which no tax reserve has been made in respect of any jurisdiction in which the Company is required to pay taxes. Except as set forth on Schedule 3.15, the federal income tax returns of Buyer and all of its affiliates have never been audited by the U.S. Internal Revenue Service or any state tax agency, and Buyer has not been notified of any such proposed audit.

3.16. No Undisclosed Assets or Liabilities. Except as set forth on Schedule 3.16 or otherwise disclosed to the Stockholders prior to the date hereof, Buyer has no assets nor any material liabilities of any character whatsoever, whether or not accrued and whether or not determined or determinable (including, without limitation, tax liabilities due or to become due), other than (i) assets and liabilities disclosed in the Buyer Balance Sheet and (ii) liabilities, none of which has been materially adverse to the business or assets of Buyer, incurred in the ordinary course of business subsequent to the date of the Buyer Balance Sheet.
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ARTICLE 4
Representations and Warranties of the Company

In order to induce the Buyer to enter into this Agreement, and to consummate the transactions contemplated hereby, the Company hereby represents and warrants to the Buyer as follows.

4.1 Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Copies of the Charter and bylaws of the Company and all amendments thereto as in effect on the date hereof have been delivered to Buyer and are complete and correct as of the date hereof.

4.2 Authority, Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, and the Documents contemplated hereby to which it is a party, to perform its obligations under each such Document, and to consummate the transactions contemplated by this Agreement and each such Document. The execution, delivery and performance by the Company of this Agreement and each Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement and each Document to which the Company is a party of, or upon its execution and delivery will be, a valid and binding obligation of the Company, as applicable, enforceable against it in accordance with the terms thereof, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

4.3 Non-Contravention. Except as set forth on Schedule 4.3 hereto, neither the execution, delivery or performance by the Company of this Agreement or any Document to which it is a party, nor the consummation by the Company of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (i) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Authority, in each case applicable to the Company, or its respective assets or properties, or (ii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Company pursuant to, any material instrument or agreement to which the Company is a party or by which the Company, or its respective properties may be bound or affected, except where the violation, conflict, breach or default would not have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

4.4 Consents and Approvals. Except as set forth on Schedule 4.4 hereto, no filing with, and no permit, authorization, consent or approval of any Authority or any other Person is necessary for the consummation by the Company of the transactions contemplated hereby.

4.5 Capitalization of Company. The Company's authorized capital stock consists solely of one hundred thousand shares of Common Stock, of which 100,000 shares are issued and outstanding. All of the issued and outstanding shares of the Company's capital stock (i) are duly authorized, validly issued, fully paid and nonassessable, (ii) are held beneficially or of record by the Stockholders as set forth on Exhibit A, and (iii) were not issued in violation of the preemptive rights of any person or any agreement or Law by which the Company at the time of issuance was bound.

4.6 Brokers. The Company has not employed any broker or finder and has not incurred and will not incur any broker's, finder's or similar fees, commissions or expenses payable by the Company or the Stockholders in connection with the transactions contemplated by this Agreement.
4.7 No Liabilities. Except as set forth on Schedule 4.7, the Company has no outstanding obligations, liabilities or contracts or agreements in amounts exceeding $300.00 in each instance or $1,000.00 in the aggregate.
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ARTICLE 5
Representations and Warranties of the Stockholders

In order to induce the Buyer to enter into this Agreement, and to consummate the transactions contemplated hereby, each Stockholder, severally and not jointly, represents and warrants to the Buyer as follows:

5.1 Authority; Authorization. Such Stockholder has all requisite corporate, partnership or other (as the case may be) right, power, authority and legal capacity to execute and deliver this Agreement, and the other Documents to which it is a party, to perform its obligations under this Agreement and each such Document, and to consummate the transactions contemplated by this Agreement and each such Document. The execution, delivery and performance by such Stockholder of this Agreement and each Document to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, partnership or other (as the case may be) action on the part of such Stockholder.

5.2 Ownership of Shares. Such Stockholder owns all of the Shares set forth opposite such Stockholder's name on Exhibit A, free and clear of any Liens (other than restrictions under the Securities Act of 1933, as amended, or under the securities Laws of any state or other jurisdiction).

5.3 Enforceability. This Agreement and each Document to which the Stockholder is a party is, or upon its execution and delivery will be, a valid and binding obligation of the Stockholder, enforceable against such Stockholder in accordance with the terms hereof or thereof, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

5.4 Non-Contravention. Except as set forth on Schedule 5.4 hereto, neither the execution, delivery or performance by such Stockholder of this Agreement or any Document to which such Stockholder is a party, nor the consummation by such Stockholder of the transactions contemplated hereby or thereby, nor compliance by such Stockholder with any of the provisions hereof or thereof will (i) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Authority, in each case applicable to such Stockholder or such Stockholder's assets or properties, or (ii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of such Stockholder pursuant to any instrument or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's properties may be bound or affected, except where the violation, conflict, breach or default would not have a material adverse effect on the ability of such Stockholder to consummate the transactions contemplated by this Agreement.

5.5 Consents and Approvals. Except as set forth on Schedule 5.5 hereto, no filing with, and no permit, authorization, consent or approval of any Authority or any other Person is necessary for the consummation by such Stockholder of the transactions contemplated hereby.

5.6 Securities Matters.
5.6.1 Each Stockholder has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as Buyer as to be capable of evaluating the merits and risks of an investment in the Buyer Stock. Each Stockholder has the financial ability to bear the economic risk of such Stockholder's investment in the Buyer Stock being acquired by such Stockholder hereunder, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in Buyer.
5.6.2 Each Stockholder is acquiring the Buyer Stock for investment for his own account, for investment purposes only, and not with the view to, or for resale in connection with, any
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distribution thereof. Each Stockholder understands that the Buyer Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder which depends upon, among other things, the bona fide nature of the Stockholder's investment intent as expressed herein.
5.6.3 Each Stockholder acknowledges that the Buyer Stock must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Each Stockholder has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Buyer and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale.
5.6.4 Each Stockholder has relied upon independent investigations made by such Stockholder or his representatives and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of Buyer and realizes the Buyer Stock are a speculative investment involving a high degree of risk for which there is no assurance of any return. The preceding sentence, however, does not limit or modify the representations and warranties, including the information in the Schedules attached hereto, of Buyer hereunder or the right of the Stockholders to rely thereon. Each Stockholder has, among other things, received and carefully reviewed (i) Buyer's Annual Report on Form 10-KSB for the fiscal year ended February 28, 2001, and all amendments thereto, (ii) Buyer's Quarterly Reports on Form 10-QSB for the quarters ended April 30, 2002, January 31, 2002, November 30, 2001, August 31, 2001 and May 31, 2001, and all amendments thereto, and (iii) all other information filed by Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Current Reports on Form 8-K. Each Stockholder, however, is relying upon the accuracy in all material respects of all reports filed by Buyer in accordance with the requirements of the Exchange Act since, and including, the most recent Form 10-KSB filed by Buyer. Each Stockholder acknowledges that in connection with the transactions contemplated hereby, neither Buyer nor anyone acting on its behalf or any other person has made, and such Stockholder is not relying upon, any representations, statements or projections concerning Buyer, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the Buyer Stock or Buyer's business or any other matter in relation to Buyer's business or affairs. Each Stockholder has had an opportunity to discuss Buyer's business, management, financial affairs and acquisition plans with its management, to review Buyer's facilities, and to obtain such additional information concerning such Stockholder's investment in the Buyer Stock in order for such Stockholder to evaluate its merits and risks, and such Stockholder has determined that the Buyer Stock are a suitable investment for such Stockholder and that at this time such Stockholder could bear a complete loss of such Stockholder's investment.
5.6.5 Each Stockholder is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement and the Documents or the adequacy of the disclosure of the exhibits and schedules hereto or thereto and such Stockholder must forego the security, if any, that such a review would provide.
5.6.6 Each Stockholder understands and acknowledges that neither the Internal Revenue Service nor any other tax authority has been asked to rule on the tax consequences of the transactions contemplated hereby or by the Transaction Documents and, accordingly, in making such Stockholder's decision to acquire the Buyer Stock such Stockholder has relied upon the
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investigations of such Stockholder's own tax and business advisers in addition to such Stockholder's own independent investigations, and that such Stockholder and such Stockholder's advisers have fully considered all the tax consequences of such Stockholder's acquisition of the Buyer Stock.
5.6.7 Each Stockholder is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act by reason of being a natural person who had an individual income in excess of $200,000 in cash of the two most recent years and has a reasonable expectation of reaching the same income level in the current year. Each Stockholder understands that all certificates for the Buyer Stock issued to such Stockholder shall bear a legend in substantially the following form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

ARTICLE 6
Post-Closing Covenants
6.1 Name Change. As soon as permitted following the Closing Date by applicable Law, including the Corporation Law and relevant federal securities laws, Buyer agrees to take all such reasonable measures to effect the change of Buyer's legal name to "Trans Continental Entertainment Group, Inc." through an appropriate amendment to the Charter of Buyer. The Parties acknowledge that such amendment to the Charter requires the approval of the holders of Buyer's capital stock and Buyer's Board of Directors. To the extent Buyer is able to obtain such stockholder approval by written consent, the Parties acknowledge that such consent shall be subject to all applicable Laws, including those under the Exchange Act regarding the distribution of an Information Statement on Schedule 14C to the holders of Buyer Stock entitled to consent or dissent in writing to a proposed corporate action of Buyer, as well as the applicable filing, review and waiting periods imposed under the rules of the SEC (the "Requirement for an Information Statement").
6.2 Trading Symbol. Promptly following the change of Buyer's legal name as set forth in Section 6.1, Buyer shall take all reasonable measures to change the trading symbol under which the Buyer Stock trades on the OTC Bulletin Board. The Parties agree that such new trading symbol shall be "TCON," "TCEG," or "TCEN," provided, however, in the event such symbol is not then available, Buyer's Board of Directors with the concurrence of Buyer's Chairman shall determine what the new trading symbol shall be.
6.3 Board of Directors and Advisory Board.
6.3.1 The Parties agree that for so long as the Stockholders continue to hold, directly or indirectly, in the aggregate greater than 50% of Buyer's voting capital stock on a fully diluted basis:
(a) Buyer agrees (i) to maintain the number of directors at five and (ii) to nominate five directors as candidates for election to Buyer's Board of Directors, (A) three of whom shall be as designated by the Stockholders (each a "Stockholders' Board Designee"), and (B) two of whom shall be designated by the holders of a majority of Buyer's outstanding Series C Preferred, one of whom shall be selected in part for his or her accounting or financial expertise (each a "Series C Board Designee");
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(b) Vacancies of a Stockholders' Board Designee position may be filled only as designated by the Stockholders pursuant to subsection (a) above, and vacancies of a Series C Board Designee position may be filled only as designated by the Series C Preferred pursuant to subsection (a) above;
(c) Each Stockholders' Board Designee and each Series C Board Designee shall have a term of three years on the Board of Directors;
(d) Buyer's Board of Directors shall form an Advisory Board whose members shall be elected by a majority of Buyer's Board of Directors and which Advisory Board shall be required to function actively and periodically report to Buyer's Board of Directors;
(e) Buyer shall take such action, including approval of a majority of the holders of the Series C Preferred which the Series C Holders agree hereby to give, to amend the terms and conditions of the Series C Preferred consistent with Section 6.3(a);
(f) The Parties agree that the initial Stockholders' Board Designees shall be Louis J. Pearlman, the President and Jeffrey P. Kranzdorf, and the initial Series C Board Designees shall be Mark R. Tolner and Neil Mauskapf; and the Parties agree to promptly take such actions consistent with Section 6.3 to effect the nomination and/or election of such initial Stockholders' Board Designees and Series C Board Designees to the extent such persons do not already serve on Buyer's Board of Directors;
(g) The parties hereby agree that the Board of Directors of TCTI shall be the same as Buyer's Board of Directors and Buyer agrees to promptly take such actions so as to effect and maintain such composition of TCTI's Board of Directors; and
(h) Buyer, the Stockholders and the Series C Holders agree to amend that certain Stockholders' Agreement, among Buyer, the Series C Holders and the other parties named therein, dated January 14, 2002, and the Certificate of Designations, Powers, Preferences and Rights of the Series C Convertible Preferred Stock, par value $0.001 per share, of Buyer (the "Certificate of Designations") subject to applicable Stockholder approval and compliance with Requirement for an Information Statement, promptly after Closing to make the same consistent with the obligations of the Parties pursuant to this Section 6.3.1.
6.3.2 To the extent required under the Exchange Act, Buyer shall comply with Rule 14(f) under the Exchange Act with respect to commencement of any Stockholders Board Designee or Series C Board Designee membership on Buyer's Board of Directors.
6.4 Chairman of the Board. The Parties agree that Mr. Louis J. Pearlman shall serve from the Closing Date as Buyer's Chairman of the Board for no less than sixty (60) months following the Closing Date. Mr. Pearlman covenants and agrees that during such period:
6.4.1 he shall be actively involved in the promotion of Buyer;
6.4.2 he shall use his best efforts to launch an episodic television show that will support the credibility and business objective of Buyer;
6.4.3 he shall allow or cause to be allowed, as necessary, links from websites maintained by Buyer to websites controlled or maintained by Mr. Pearlman, Transcontinental Records, and/or their respective Affiliates, including, without limitation, loupearlman.com; naturalofficialsite.com; o-townrecords.com; otownbands.com; t-con.com; and makingthehit.com;
6.4.4 Buyer shall be permitted to include the successes of Mr. Pearlman, Transcontinental Records, and any of their Affiliates in the promotional and marketing materials and efforts of Buyer; subject to Mr. Pearlman's review and reasonable consent with respect to such inclusion of any specific matter;
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6.4.5 upon the reasonable request of Buyer, Mr. Pearlman shall arrange for personal/promotional appearances of artists and other Persons represented by Transcontinental Records and/or Mr. Pearlman at events held or arranged by Buyer, including, without limitation, one-time events and office guest appearances, the cost of which shall be on a most favored customer basis;
6.4.6 he shall fully participate in any "road show" or other promotional activities permitted under applicable securities Laws;
6.4.7 he shall fully participate in the development of strategy and execution of operations of Buyer;
6.4.8 Mr. Pearlman shall use their best efforts to facilitate the establishment of join ventures and licensing arrangement in the United States, Canada, Europe and Asia with respect to the objectives of Buyer;
6.4.9 he shall fully participate in the development and launch of a music-based franchising division of Buyer (similar to the current modeling-based franchise business of Buyer) in 2002 with the goal of 60 sales of such franchises by Buyer at approximately $20,000 during the first half of 2003; and
6.4.10 Mr. Pearlman shall, and shall cause any Affiliate of Mr. Pearlman to, enter into a license agreement, the form of which is attached hereto as Exhibit J (the "License Agreement"), which grants a royalty-free, worldwide license in any right, title and interest he and such Affiliate(s) have or will acquire in the name "Trans Continental" and related marks and trademark applications therefor to Buyer, which license shall be exclusive for all modeling related activities of Buyer and non-exclusive for other uses, which license Buyer may further sub-license to any wholly-owned subsidiary of Buyer.
6.5 Other Officers. The Parties agree that immediately following the Closing, Buyer shall appoint and shall cause TCTI to appoint the following persons to the following executive positions: Louis J. PearlmanChairman of the Board of Buyer and TCTI; President of Buyer and TCTI; Mark R. TolnerChief Executive Officer of Buyer and TCTI; and Anthony RubenChief Operating Officer and Acting Chief Financial Officer of Buyer and TCTI.

Ron
orlando, Florida
U.S.A.