Score One Inc – ‘10QSB’ for 6/30/02 – EX-4

On:  Thursday, 8/15/02, at 3:42pm ET   ·   For:  6/30/02   ·   Accession #:  950117-2-1958   ·   File #:  0-26717

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Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Score One, Inc.                                       23     99K 
 2: EX-3        Exhibit 3.1                                            5     21K 
 3: EX-4        Exhibit 4.1                                            7     24K 

EX-4   —   Exhibit 4.1

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                                                                     Exhibit 4.1

 FORM OF REGULATION S SUBSCRIPTION AGREEMENT

 SCORE ONE, INC.

Sir or Madam:                                                                   

1. Authorization of Sale of the Shares. Score One, Inc. (the
"Company") has authorized the sale of an aggregate of 500,000 shares (the       
"Shares") of its Series A Convertible Preferred Stock, par value $0.001 per     
share (the "Series A Preferred Stock") at a per Share purchase price equal to   
20% of the average of the closing prices of the Company's shares of Common Stock
as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United      
States stock exchange or public trading market on which the shares of the       
Company trade if, at the time of purchase, they are not quoted on the OTCBB) for
the five (5) consecutive trading days immediately preceding the date the        
undersigned acquires Shares. Certain rights, preferences, limitations and terms 
relating to the Shares are set forth in the Company's Form of Certificate of    
Designation attached hereto as Exhibit A.                                       

    2. Subscription. The undersigned, intending to be legally bound,
hereby purchases from the Company _________ Shares of the Series A Preferred    
Stock. The undersigned understands that this subscription may be accepted or    
rejected in whole or in part by the Company in its sole discretion and that this
subscription is and shall be irrevocable unless the Company for any reason      
rejects this subscription.                                                      

     3. Conversion into Common Stock. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, at any time    
after the first anniversary of the Original Issuance Date (as that term is      
defined in Exhibit A) into one fully paid and nonassessable share of the        
Company's Common Stock subject to adjustment as set forth in Section 4 of       
Exhibit A.                                                                      

4. Escrow of Funds.                                         

 (a) The Aggregate Purchase Price (the "Escrow Funds") will be
deposited via wire transfer of immediately available funds to a non-interest    
bearing escrow account (the "Escrow Account") of Piper Rudnick LLP, as escrow   
agent (the "Escrow Agent"), for the benefit of the undersigned. Escrow Account  
details are as follows:                                                         

Citibank, NA                                
111 Wall Street                             
New York, New York 10043                    
ABA #021000089                              

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Credit to the account of:                   
Piper Rudnick LLP                           
Escrow-IOLA                                 
Account #37311689                           

All such funds for subscriptions will be held in the Escrow Account pursuant to 
the terms of this Section 4.                                                    

        (b) The Escrow Agent shall hold the Escrow Funds in escrow and shall
release the Escrow Funds to the Company upon receipt by the Escrow Agent of:    

           (i) A completed Subscription Agreement signed by the Subscriber
whose Escrow Funds are to be released.                                          

     (ii) Stock Certificates for the Subscriber which shall be
delivered by mail to the address specified in the Subscription Agreement.       

              (iii) Written instructions from the Company to disburse the Escrow
Funds together with the fulfillment of all other conditions set forth in this   
Subscription Agreement. The undersigned hereby agrees that the Company shall be 
solely responsible for the disbursement of the Escrow Funds on behalf of the    
undersigned, and the Escrow Agent shall be entitled to rely exclusively on such 
instructions.                                                                   

              (iv) Such other certificates, notices or other documents as Escrow
Agent, in its discretion, shall reasonably require and shall have requested from
the Company and the undersigned in writing.                                     

          (c) If a dispute arises regarding disposition of all or any portion of
the Escrow Funds held by the Escrow Agent, the Escrow Agent shall, upon written 
demand by either the Company or the undersigned, deposit the Escrow Funds in a  
federal or state court located in the City of New York, pending the decision of 
that court, and shall be entitled to rely upon the decision of that court with  
respect to the disposition of the Escrow Funds.                                 

         (d) The Escrow Agent shall not be liable for any error of judgment or
for any action taken or omitted by it in good faith, or for any mistake of fact 
or law, or for anything which it may do or refrain from doing in connection     
herewith except its own gross negligence or willful misconduct.                 

      (e) The Company and the undersigned, jointly and severally, hereby
agree to indemnify the Escrow Agent and hold it harmless from and against any   
loss, liability, expenses (including reasonable outside attorneys' fees and     
expenses), claim or demand arising out of or in connection with the performance 
of its obligations in accordance with the provisions of this Subscription       
Agreement, except for the gross negligence or willful misconduct of the Escrow  
Agent. These indemnities shall survive the resignation of the Escrow Agent or   
the termination of this Agreement.                                              

        (f) The undersigned acknowledges that the Escrow Agent is serving as
counsel to the Company. The Escrow Agent shall be entitled to represent the     
Company in any lawsuit arising out of the terms of this Agreement.              

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     5. Expiration of Offering Period. Notwithstanding anything to the
contrary contained herein, if the Escrow Agent shall not have received a        
Subscription Agreement with respect to any Escrow Funds on or before July 30,   
2002, Escrow Agent shall, within ten (10) business days thereafter return to    
Subscriber, by wire transfer of immediately available funds or by certified or  
bank check and by first class mail, the Escrow Funds deposited by such          
Subscriber, without interest or deduction, unless the Company advises Escrow    
Agent that the offering period shall have been extended, including the new      
expiration date.                                                                

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND  
EXCHANGE COMMISSION (THE "SEC") UNDER THE UNITED STATES SECURITIES ACT OF 1933, 
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES ACT OF ANY STATE UNDER ANY 
STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM      
REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE          
SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION  
S) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE 
STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO 
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.          

        6. Representations and Warranties of the Subscriber. The undersigned
represents and warrants to Company as follows:                                  

             (a) The undersigned, in making the decision to purchase the Shares,
     has relied upon independent investigations made by him or it and his or its
  representatives, if any. The undersigned and/or his or its advisors have
   had a reasonable opportunity to ask questions of and receive answers from
The Company concerning the Shares.                                    

             (b) The undersigned has been supplied with or has sufficient access
to all information, including financial statements and other financial
  information of the Company, and has been afforded with an opportunity to
ask questions of and receive answers concerning information to which a
reasonable investor would attach significance in making investment    
   decisions, so that as a reasonable investor the undersigned has been able
to make the undersigned's decision to purchase the Shares.            

            (c) The undersigned is able to bear the substantial economic risks
 of an investment in the Shares for an indefinite period of time, has no
    need for liquidity in such investment, has made commitments to investments
 that are not readily marketable which are reasonable in relation to the
   undersigned's net worth and, at the present time, could afford a complete
loss of such investment.                                              

             (d) The undersigned has such knowledge and experience in financial,
tax and business matters so as to enable him or it to utilize the     
   information made available to the undersigned in connection with the sale
of the Shares to evaluate the merits and risks of an investment in the
  Shares and to make an informed investment decision with respect thereto.

           (e) The undersigned understands that the Shares are being sold in
    reliance on an exemption from the registration requirements of federal and
state securities                                                      

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   laws under Regulation S promulgated under the Securities Act and that the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the     
 undersigned set forth herein in order to determine the applicability of
such exemptions and the suitability of the undersigned to purchase the
     Shares. The representations, warranties and agreements contained herein are
true and correct as of the date hereof and may be relied upon by the  
 Company, and the undersigned will notify the Company immediately of any
   adverse change in any such representations and warranties which may occur
    prior to the acceptance of this Agreement by the Company and will promptly
    send the Company written confirmation thereof if requested by the Company.
     The representations, warranties and agreements of the undersigned contained
   herein shall survive the execution and delivery of this Agreement and the
purchase of the Shares.                                               

           (f) Neither the undersigned nor any person or entity for whom the
  undersigned is acting as fiduciary is a U.S. person. A U.S. person means
any one of the following:                                             

         (i) any natural person resident in the United States of
America;                                                              

               (ii) any partnership or corporation organized or incorporated
under the laws of the United States of America;                       

              (iii) any estate of which any executor or administrator is a
U.S. person;                                                          

       (iv) any trust of which any trustee is a U.S. person;

             (v) any agency or branch of a foreign entity located in the
United States of America;                                             

              (vi) any non-discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary for the  
benefit or account of a U.S. person;                                  

                (vii) any discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized,    
incorporated or (if an individual) resident in the United States of   
America; and                                                          

(viii) any partnership or corporation if:     

                   (A) organized or incorporated under the laws of any
foreign jurisdiction; and                     

                       (B) formed by a U.S. person principally for the purpose
     of investing in securities not registered under the
             Securities Act, unless it is organized or incorporated, and
           owned, by accredited investors (as defined in Rule 501(a)
        under the Securities Act) who are not natural persons,
estates or trusts.                            

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         (g) ALL OFFERS AND SALES OF THE SHARES PRIOR TO THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD AS DEFINED IN RULE 902 SHALL ONLY BE MADE IN     
COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN REGULATION S, PURSUANT TO          
REGISTRATION OF SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION 
FROM REGISTRATION UNDER THE SECURITIES ACT, AND ALL OFFERS AND SALES AFTER THE  
DISTRIBUTION COMPLIANCE PERIOD SHALL BE MADE ONLY PURSUANT TO SUCH A            
REGISTRATION OR TO SUCH EXEMPTION FROM REGISTRATION.                            

       (h) ALL DOCUMENTS RECEIVED BY THE UNDERSIGNED INCLUDE STATEMENTS TO
THE EFFECT THAT THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS OR FOR THE   
ACCOUNT OR BENEFIT OF A U.S. PERSON (OTHER THAN DISTRIBUTORS AS DEFINED IN      
REGULATION S) DURING THE DISTRIBUTION COMPLIANCE PERIOD AS DEFINED IN RULE 902  
UNLESS THE SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM  
THE REGISTRATION REQUIREMENTS IS AVAILABLE.                                     

     (i) IN THE VIEW OF THE SEC, THE STATUTORY BASIS FOR THE EXEMPTION
CLAIMED FOR THIS TRANSACTION WOULD NOT BE PRESENT IF THE OFFERING OF SHARES,    
ALTHOUGH IN TECHNICAL COMPLIANCE WITH REGULATION S, IS PART OF A PLAN OR SCHEME 
TO EVADE THE REGISTRATION PROVISIONS OF THE SECURITIES ACT. THE UNDERSIGNED IS  
ACQUIRING THE SHARES FOR INVESTMENT PURPOSES AND HAS NO PRESENT INTENTION TO    
SELL THE SHARES IN THE UNITED STATES OF AMERICA TO A U.S. PERSON OR FOR THE     
ACCOUNT OR BENEFIT OF A U.S. PERSON.                                            

     (j) THE UNDERSIGNED AGREES THAT THE CERTIFICATES REPRESENTING THE
SHARES SHALL CONTAIN A LEGEND TO THE FOREGOING EFFECT.                          

          (k) Neither the undersigned nor any of his or its affiliates or agents
will, directly or indirectly, maintain any short position in the Shares or any  
other securities of the Company for so long as any of the Shares are owned by   
the undersigned.                                                                

7. Miscellaneous.                                                     

         (a) This Subscription Agreement shall survive the death or disability
of the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and permitted assigns.                               

        (b) This Subscription Agreement and the documents referred to herein
constitute the entire agreement between the parties hereto with respect to the  
subject matter hereof and together supersede all prior discussions or agreements
in respect thereof.                                                             

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  (c) This Subscription Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which 
shall constitute a single document.                                             

[SIGNATURES ON NEXT PAGE] 

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       IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
________________, 2002.                                                         

Number of Shares Purchased:         _______________________                     

Aggregate Purchase Price:           $______________________                     

Name of Subscriber (Please print):  _______________________                     

                                                 _______________________________
                             (Signature)

                                                Residence or Business Address:

                                                 _______________________________

                                                 _______________________________
                                                 City       State       Zip Code

                                               Mailing Address (if different
                                            from Residence or Business
                           Address):

                                                 _______________________________
                        Street

                                                 _______________________________
                                                 City       State       Zip Code

ACCEPTED AND AGREED TO:                                                         

SCORE ONE, INC.                                                                 

By:___________________________________                                          
Name:_________________________________                                          
Title:________________________________                                          
Dated as of:  ___________________                                               

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10QSB’ Filing		Date		First		Last			Other Filings
Filed on:		8/15/02							NT 10-Q
		7/30/02		3
For Period End:		6/30/02							10QSB/A,  NT 10-Q
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