EXHIBIT 2.8 AGREEMENT FOR PURCHASE OF LLC MEMBERSHIP INTERESTS

 

                                                                     EXHIBIT 2.8

 

               AGREEMENT FOR PURCHASE OF LLC MEMBERSHIP INTERESTS

 

         This AGREEMENT (also referred to as the Agreement) is entered into as

of the 17th day of August, 2004, by and between Genesis Technology Group, Inc.

(also referred to as Purchaser or GENESIS), a Florida corporation, and Fernando

Praca, individually (also referred to as Seller), and EXTREMA, LLC, a Florida

Limited Liability Company (also referred to as Issuer.)

 

         WHEREAS, Seller is the sole owner of all membership interests in

EXTREMA, LLC, a Florida Limited Liability Company; and

 

         WHEREAS, Seller desires to sell, and Purchaser desires to purchase the

equivalent of sixty percent (60%) of all authorized membership interests in

EXTREMA;

 

         NOW, THEREFORE, in consideration of a price for the membership

interests set forth herein, paid in hand, and other good and valuable

consideration, including the promises and mutual covenants contained herein, the

sufficiency of which is hereby acknowledged by both parties, IT IS AGREED AS

FOLLOWS:

 

         1. Transfer of Interest. Seller hereby agrees to transfer to Purchaser,

and Purchaser hereby agrees to accept from Seller, all of Seller's right, title,

and interest, equivalent to sixty percent (60%) of all membership interests in

the limited liability company EXTREMA, LLC, effective as of the date of this

Agreement.

 

         2. Purchase Price. As consideration for said transfer of membership

interests representing sixty percent (60%) of all interests in the Florida

limited liability company designated EXTREMA, Purchaser agrees to pay US$169,500

in cash, or, at the option of Purchaser, US$63,500 in cash and giving an

assignment of an existing cash receivable obligation in the amount of

US$106,000, which, is being held in favor of EXTREMA in Brazil. Additionally,

Purchaser shall issue to EXTREMA. restricted shares of Purchaser common stock in

the equivalent amount of US$169,500, based upon valuation of the average closing

price of 20 trading days prior to the closing.

 

         3. Managing Member / Executive Employment. Notwithstanding the effect

of the transfer to Purchaser of sixty percent (60%) of the membership interests

in EXTREMA, Fernando Praca shall remain as part of a Management Group consisting

of Fernando Praca and a person to be designated as Controller by Purchaser. The

Controller to be designated by Purchaser shall represent the proportionate share

of membership interests of Purchaser for purposes of financial management of

EXTREMA, in accordance with Florida Statutes, Section 608.422(2)(b). The

Controller shall be compensated by Purchaser as its full-time employee, The

Seller, Purchaser and Issuer agree to effect such amendments to the Articles of

Organization EXTREMA, as amended until now, as may be necessary to authorize the

constitution of the Management Group as set forth herein, to provide for

management decisions by the Managers of the Management Group in accordance with

proportional ownership of membership interests in EXTREMA, and in general as may

be necessary to give effect to this agreement. Fernando Praca shall continue as

a member of the Management Group of EXTREMA, subject to and in

 

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accordance with terms and conditions of a separate Employment Agreement, to be

executed simultaneously herewith.

 

         As current Managing Member of EXTREMA, Fernando Praca expressly agrees

with Purchaser that EXTREMA shall hereafter maintain a single business bank

account, to be established at local branch of Citibank. Subject to said bank's

operations, the business bank account of EXTREMA shall require a single

signature for any individual check in the amount of $5,000.00 or less. For

amounts in excess of $5,000.00, the signatures of both Fernando Praca and a

person designated by Purchaser shall be required. Upon the closing of this

agreement, the Management Group shall cause EXTREMA to close all existing U.S.

bank accounts, except for the Citibank account designated herein. The Seller and

Purchaser agree to effect such amendments to the Articles of Organization, as

amended until now, and to amend or constitute an operating agreement as may be

necessary to authorize the limitations of authority contained herein.

 

         4. Covenant of Transferors. The Seller hereby expressly covenants with

and warrants to Purchaser that Seller is the owner of the membership interests

in EXTREMA and that Seller has not encumbered or assigned either the membership

interests or shares in the referenced entities, and that Seller has all power

and authority to enter into this Agreement.

 

         4.1 Conduct of Business. From the date hereof through the Closing Date,

Fernando Praca and EXTREMA shall conduct its business in the ordinary course.

 

         4.2 Preservation of Business. From the date hereof through the Closing

Date, the Fernando Praca and EXTREMA shall use its best efforts to preserve its

business organization intact, keep available the services of its present

employees, consultants and agents, maintain its present suppliers and customers

and preserve its goodwill.

 

         4.3 Litigation. EXTREMA shall promptly notify Purchaser of any

lawsuits, claims, proceedings or investigations which after the date hereof are

threatened or commenced against the Company or against any officer, director,

employee, consultant, agent, shareholder or other representative with respect to

the affairs of EXTREMA.

 

         4.4 Continued Effectiveness of Representations and Warrants. From the

date hereof through the Closing Date, Fernando Praca and EXTREMA shall conduct

its business in such a manner so that the representations and warrants contained

in Section 5 shall continue to be true and correct on and as of the Closing Date

and as if made on and as of the Closing Date, and shall:

 

(i) promptly give notice to Purchaser of any event, condition or circumstance

occurring from the date hereof through the Closing Date which would render any

of the representations or warrants materially untrue, incomplete, insufficient

or constitute a violation or breach of this Agreement; and

 

(ii) supplement the information contained herein in order that the information

contained herein is kept current, complete and accurate in all material

respects.

 

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         4.5 Seller hereby acknowledges or otherwise waives notice of the intent

to admit a new members, expressly consents to and ratifies acceptance of

Purchaser to become a new member of EXTREMA as a new member, the transfer of

membership interests in EXTREMA and to the participation by Purchaser in the

management of the business and affairs of EXTREMA (in accordance with Florida

Statutes, Section 608.422) and for Purchaser to become a member of EXTREMA.

Seller further agrees expressly and acknowledges that the purchase price of the

shares shall be the equivalent of a deposit by Purchaser as a new member of the

percentage of paid in capital corresponding to such new member, as set forth in

the Article VIII of the Articles of Organization of' EXTREMA. Seller and Issuer

hereby waive the escrow requirements of Article VIII of the Articles of

Organization of EXTREMA subject to remittance of the purchase price to Seller.

 

         5. Seller's and Issuer's Representations and Warranties. EXTREMA and

Seller represent and warrant to Purchaser as follows:

 

         5.1 Seller has no claims against EXTREMA. and is not owed any money,

dividends, interest, loans, compensation or other amounts by EXTREMA. Seller

does not hold any promissory note or other evidence of an obligation owed by

EXTREMA. Issuer agrees to require, and Seller agrees to provide any and all

assurances and guaranties that endorsements and instructions with respect to the

transfer of the membership interests in EXTREMA are effective, in accordance

with Florida Statutes, Section 678.4021.

 

         5.2 Seller further represents and warrants that Maria Eugenia Praca has

no claim, legal or equitable, in any portion of membership interests, or

otherwise as creditor, of EXTREMA, or of the interest to be acquired by Fernando

Praca in Purchaser, or the interest to be acquired by Purchaser in EXTREMA,

particularly in connection with the action pending before the Circuit Court of

the Eleventh Judicial Circuit in and for Miami-Dade County, Styled under name

Praca y. Praca, under Case No. 2004-5320-FC-04. Seller agrees and understands

that this agreement is conditioned upon unimpeded ownership by Purchaser of its

interest in EXTREMA, and unimpeded ownership of Fernando Praca's interest in

Purchaser. Seller further represents and warrants that he is familiar with the

signature of Maria Eugenia Praca, and that the signature represented to be that

of Maria Eugenia Praca on the document referenced and attached hereto as Exhibit

2 to this Agreement, is the signature of Maria Eugenia Praca, the (former)

spouse of Fernando Praca.

 

         5.3 Organization and Good Standing Ownership of Member Interests.

EXTREMA is a Limited. Liability Company duly organized, validly existing and in

good standing under the laws of Florida, and is entitled to own or lease its

properties and to carry on its business as and in the places where such

properties are now owned, leased or operated and such business is now conducted.

EXTREMA is duly licensed or qualified and in good standing as a foreign or

domestic entity where the character of the properties owned by it or the nature

of the business transacted by it make such licenses or qualifications necessary.

EXTREMA has no subsidiaries. There are no outstanding subscriptions, rights,

options, warrants or other agreements obligating either EXTREMA or Fernando

Praca to issue, sell or transfer any member interests or other securities of

EXTREMA.

 

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         5.4 Ownership of Capital Interests. The Seller is the beneficial owner

of record and beneficially of all of the membership interests representing the

capital of EXTREMA, all of which member interests are free and clear of all

rights, claims, liens and encumbrances, and have not been sold, pledged,

assigned or otherwise transferred except pursuant to this Agreement.

 

         5.5 Financial Statements, Books and Records, There has been previously

delivered to Purchaser the un-audited income statement and balance sheet of

EXTREMA as of December 31, 2002 and December 31, 2003 (the "Balance Sheet"). The

Balance Sheet is true and accurate and fairly represents the financial position

of EXTREMA as at such date, and has been prepared in accordance with generally

accepted accounting principles consistently applied.

 

         5.6 No Material Adverse Changes. Since the date of the Balance Sheet

there has not been:

 

(i) any material adverse change in the assets, operations, condition (financial

or otherwise) or prospective business of EXTREMA;

 

(ii) any damage, destruction or loss materially affecting the assets,

prospective business, operations or condition (financial or otherwise) of

EXTREMA, whether or not covered by insurance;

 

(iii) any declaration, setting aside or payment of any dividend or distribution

with respect to any redemption or repurchase of EXTREMA's member interests

representing capital;

 

(iv) any sale of an asset (other than in the ordinary course of business) or any

mortgage or pledge by EXTREMA of any properties or assets; or

 

(v) adoption of any pension, profit sharing, retirement, stock bonus, stock

option or similar plan or arrangement.

 

         5.7 Taxes. EXTREMA has prepared and filed all appropriate tax returns

for all periods prior to and through the date hereof for which any such returns

have been required to be filed by it and has paid all taxes shown to be due by

said returns or on any assessments received by it or has made adequate provision

for the payment thereof.

 

         5.8 Compliance with Laws. EXTREMA has complied with all federal, state,

county and local laws, ordinances, regulations, inspections, orders, judgments,

injunctions, awards or decrees applicable to it or its business which, if not

complied with, would materially and adversely affect the business of EXTREMA.

 

         5.9 No Breach. The Seller represents that execution, delivery and

performance of this Agreement and the consummation of the transactions

contemplated hereby will not:

 

(i) violate any provision of the Articles of Organization or any and all

Operating Agreements of EXTREMA, as amended;

 

(ii) violate, conflict with or result in the breach of any of the terms of,

result in a material modification of, otherwise give any other contracting party

the right to terminate, or constitute (or with notice or lapse of time or both

constitute) a default under, any contract or other

 

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agreement to which EXTREMA is a party or by or to which it or any of its assets

or properties may be bound or subject;

 

(iii) violate any order, judgment, injunction, award or decree of any court,

arbit