Brandmakers Inc – ‘8-K’ for 3/3/00 – EX-10.1

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Brandmakers 8-K for 03/03/2000                         4      9K 
 2: EX-10.1     Agreement of Purchase and Sale                        12±    44K 

EX-10.1   —   Agreement of Purchase and Sale
Exhibit Table of Contents

EX-10.1
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AGREEMENT OF PURCHASE AND SALE  

      THIS  AGREEMENT is made this ______ day of  February,  2000 by and between
BRANDMAKERS,   INC.  ("Purchaser"}  and  JOSHUA  FRIEDMAN  and  PHYLLIS  ZYSKIND
(together, "Seller").                                                           

      WHEREAS,  Seller  purchased  assets of Multi-Page  Communications,  LLC, a
Delaware limited liability company ("Multi-Page"),  pursuant to a foreclosure of
Seller's lien on such assets at a sale held on February 23, 2000; and           

      WHEREAS,  Purchaser desires to purchase and receive from Seller and Seller
desires to sell and assign to Purchaser foreclosed assets of Multi-Page recently
located in Conyers, Rockdale County, Georgia;                                   

      NOW,  THEREFORE,  in  consideration  of the mutual promises and conditions
contained in this Agreement, the parties agree as follows:                      

1. Purchase and Sale  

      Purchaser  agrees to purchase  from Seller and Seller agrees to deliver to
Purchaser on the Closing Date, as defined below,  all of the assets described in
the attached Schedule 1 of Multi-Page,  except for the Excluded Assets listed in
Section 8.1 (the "Assets").                                                     

2. Purchase Price 

2.1   On the Closing Date,  Purchaser  shall  deliver to Standard  Registrar and
      Transfer  Company (the "Escrow Agent") for the benefit of Seller 2,000,000
      shares of the Purchaser's common stock (the "Escrowed Shares")  registered
      in the name of Seller.  The Escrow Agent shall hold the escrowed shares in
      accordance with its established policies and shall at all times account to
Purchaser and Seller therefore.                                     

2.2   The Escrowed  Shares  issued by  Purchaser  as part of the purchase  price
      shall be restricted common stock and shall bear the following  restrictive
language:                                                           

      The shares represented by this Certificate are Restricted Shares and shall
      not be sold, traded, pledged or otherwise hypothecated for a period of one
year from the date of this Agreement.                               

2.3   On January 1, 2001,  the Escrow Agent shall  release from escrow to Seller
      the number of Escrowed  Shares with a value (as determined by Section 2.4)
      of $600,000 as of such date.  Any Escrowed  Shares in excess of the number
      released to Seller shall be returned to Purchaser.  Any shortfall shall be
      paid by Purchaser to Seller  directly in additional  shares of Purchaser's
      common  stock,  cash or a combination  of both.  Upon giving 10 days prior
      written  notice to the Escrow Agent and Seller,  Purchaser  may pay any or
all of the $600,000 to Seller in cash.                              

2.4   The value of shares shall be  determined  by dividing the average  closing
      price of  Purchaser's  common  stock for a period of sixty  days  prior to
      January 1, 2001 into the sum remaining after  subtracting any cash paid to
Seller by Purchaser from the sum of $600,000.00.                    

EX-10.1
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3.  Assumed Liabilities 

3.1   The Purchaser  agrees to assume any liability of Seller and Multi-Page for
      repairs  and  warranty  work  related  to the  products  of the Seller and
      Multi-Page (the "Assumed  Liabilities").  As an inducement to Purchaser to
      assume the Assumed Liabilities,  Seller represents and warrants that there
      are no known  warranty or repair  claims other than those  incurred in the
ordinary course of business.                                        

      Purchaser  has not assumed and shall have no liability or  obligation  for
      product liability claims for products  manufactured by Multi-Page prior to
January 1, 2000.                                                    

4.  Seller's Obligations at Closing 

4.1   At the closing,  Seller shall  deliver to  Purchaser  all deeds,  bills of
      sale, endorsements,  assignments and other good and sufficient instruments
      of conveyance and transfer in form satisfactory to Purchaser's counsel, J.
      Ed Segraves,  and containing full warranties of title effective to vest in
      Purchaser  with good and  marketable  title to the  Assets.  Seller  shall
      deliver or shall cause to be delivered  by  Multi-Page  to  Purchaser  all
      contracts, agreements,  commitments, purchase orders and rights pertaining
      to  Multi-Page's  business  and other data  relating  to the  Assets,  its
      business  and  operation,  except  the  books of  account  and  supporting
      records,  corporate minute books and stock transfer records of Multi-Page.
      Seller shall take all  commercially  reasonable steps that may be required
      to put Purchaser in actual possession, operation and control of the assets
and business to be transferred under this Agreement.                

4.2   Seller  agrees  that it will at any time and from  time to time  after the
      Closing Date,  upon  reasonable  request of the  Purchaser,  do,  execute,
      acknowledge and deliver or shall cause to be done, executed,  acknowledged
      and  delivered  all such  further  acts,  deeds,  assignments,  transfers,
      conveyances,  powers of attorney and assurances as may be required for the
      complete assigning, transferring, granting, assuring and confirming to the
      Purchaser  and to its  successors  and  assigns  of,  and for  aiding  and
      assisting in obtaining or collecting  and reducing to  possession,  any or
      all of the licenses,  permits,  assets or property of the corporation that
comprise the Assets.                                                

5.  Representations and Warranties of the Seller  

The Seller represents and warrants to the Purchaser as follows:     

5.1   Each  Seller is an  individual  residing  in the  State of New York  (with
      respect to Phyllis  Zyskind) and the State of New Jersey (with  respect to
      Joshua  Friedman),  is not a minor,  and has the legal  capacity and legal
      competence  to execute and  deliver,  and to perform  his/her  obligations
under, this Agreement.                                              

5.2   This  Agreement  has been duly  executed  and  delivered by the Seller and
      constitutes  a  legal,   valid  and  binding  obligation  of  the  Seller,
      enforceable against the Seller in accordance with its terms, except as the
      enforceability  hereof and thereof may be limited or otherwise affected by
      (i)  bankruptcy,   insolvency,   reorganization,   moratorium,  fraudulent
      transfer,  fraudulent conveyance, or similar laws relating to or affecting
      the enforcement of creditors' rights generally or providing for the relief
      of debtors  and (ii)  general  principles  of equity.  The  execution  and
      delivery  of this  Agreement  and the  compliance  with its terms will not
      violate  any  agreement  to which  the  Seller  is a party;  nor will such
      actions  violate,  create a breach  of,  constitute  a default  under,  or
      prevent the Seller from fulfilling any of its  obligations  under any law,
      agreement, commitment,  instrument, order, judgment or decree to which the
      Seller is subject or by which any of Seller's  properties  are bound;  nor
     will such actions cause the acceleration of any obligation of the Seller.

5.3   [This paragraph intentionally left blank.]                                

5.4   The Seller has good and marketable title to the Assets,  free and clear of
      all  pledges,  liens  (except  liens  for  taxes  not yet  due),  security
      interests  or  other  encumbrances  of  any  kind  whatsoever,  except  as
otherwise disclosed in Schedule 5.4.                                

5.5   All  leases  pursuant  to which  Multi-Page  leases to or from  others any
      property are listed in Schedule  5.5  attached  hereto and all such leases
      are valid,  effective and in good standing,  except as set out in Schedule
5.5 attached hereto.                                                

            Multi-Page  is not a  party  to or  bound  by  any  other  lease  or
      amendment or  supplement  thereto.  All leased and owned real property and
      the uses  being made  thereof by  Multi-Page  comply  with all  applicable
zoning laws.                                                        

5.6   Multi-Page,  immediately  prior  to the  foreclosure  by  Seller,  had all
      licenses necessary for the conduct of its business,  and all license taxes
      have been paid if due or accrued if not yet due. All franchises,  patents,
      trademarks,  tradenames  and  other  licenses  used by  Multi-Page  in the
      conduct  of its  business  are listed in  Schedule  5.6  attached  hereto.
      Multi-Page  has not  received  any notice of  conflict  with the  asserted
      rights of others  thereto and, to Seller's  knowledge,  Multi-Page  is not
      infringing such rights of others.  The Seller is not aware of any claim of
such infringement.                                                  

5.7   The  Seller  has  caused  to be  delivered  to  the  Purchaser  copies  of
      Multi-Page's financial records for the period August 1999 through December
      1999.  Except as disclosed in Schedule 5.7  attached,  all such  financial
statements are correct.                                             

5.8   Except as  otherwise  disclosed in Schedule  5.8  attached  hereto,  since
      December  1, 1999,  there  have been no  material  adverse  changes in the
      condition, financial or otherwise, assets, liabilities,  properties, labor
      relations  or business  of  Multi-Page  other than  events and  conditions
      generally  affecting  the  economy  and the  foreclosure  by Seller on the
      assets of Multi-Page.  Since December 1, 1999,  Multi-Page has not sold or
      otherwise  disposed  of, or committed to dispose of, any assets other than
      in the ordinary course of business except the foreclosure by Seller of the
assets of Multi-Page.                                               

5.9   Except as otherwise  disclosed in Schedule  5.9 attached  hereto,  all tax
      returns of  Multi-Page,  including but not limited to,  returns of income,
      sales,  social  security,  withholding  and  unemployment  taxes  that are
      required to have been filed by Multi-Page to date have been duly prepared,
      timely filed and are complete  and  correct,  and all taxes,  interest and
      penalties shown thereon or due in connection  therewith have been paid, if
      due, or accrued,  if not yet due.  All payroll  taxes that  Multi-Page  is
  required by law to withhold have been withheld and properly deposited.

5.10  No Warranty on Assets.  Except as provided in this  Agreement,  the Seller
      makes no representation or warranty,  either express or implied, as to the
      merchantability,  quality, condition or fitness for particular uses of any
      of the  Assets,  all of the  same  being  hereby  expressly  excluded  and
disclaimed.                                                         

5.11  Except as otherwise disclosed in Schedule 5.11 attached hereto, Multi-Page
      is not subject to, bound by or the  beneficiary  of any  agreement  not to
      compete or other  obligation in the nature of an agreement not to compete.
      Multi-Page is not in default under any such agreement;  nor has Multi-Page
      waived any material rights under any such  agreement.  Except as otherwise
      disclosed  in Schedule  5.11,  Multi-Page  is not party to any guaranty or
endorsement and has no contingent obligation.                       

5.12  The Seller has no knowledge  and has received no notice to the effect that
      Multi-Page  has  failed to comply  with any  laws,  regulations  or orders
      applicable  to its  business or  properties  or that the  present  uses by
      Multi-Page of its properties violate any laws,  regulations or orders, the
      effect of which would have a material  adverse affect on Multi-Page or the
Assets.                                                             

5.13  Except as otherwise disclosed in Schedule 5.13 attached hereto, Multi-Page
      is  not  involved  in  any  pending  or   threatened   litigation  or  any
      investigation  by any  government  body or any  legal,  administrative  or
      arbitration proceeding and is not subject to any judgment, award, order or
      decree,  the  effect of which  would  have a  material  adverse  affect on
      Multi-Page or the Assets.  Except as otherwise disclosed in Schedule 5.13,
      the Seller  does not know of,  and has no reason to know of,  any  action,
      claim, suit,  proceeding or investigation  threatened against or affecting
      Multi-Page  or the  Assets,  the  effect of which  would  have a  material
adverse affect on Multi-Page or the Assets.                         

5.14  To  Seller's  knowledge,  Multi-Page  has  fully  complied  with all laws,
      ordinances,  regulations  and orders,  including  without  limitation  all
      anti-trust, zoning, safety and environmental laws, ordinances, regulations
      and orders,  applicable  to its business and  properties,  and the present
      uses by  Multi-Page of its  properties,  whether  leased or owned,  do not
      violate any such laws, ordinances,  regulations or orders except where the
      failure  to  comply or the  violation  thereof  would not have a  material
      adverse effect on Multi-Page or the Assets.  Except as otherwise disclosed
      in Schedule 5.14 attached hereto,  to the Seller's  knowledge there is not
      currently  and in the past  there  has not  been  (i) any use,  treatment,
      storage or disposal of any hazardous  substance or material (as defined in
      42 U.S.C.  ss.  9601(14) and 40 C.F.F.  ss.  302.4) or pollutant on any of
      Multi-Page's properties, whether leased or owned, (ii) any spill, leakage,
      discharge or release of any  hazardous  substance or material or pollutant
      thereon or  therefrom,  (iii) any off-site  disposal by  Multi-Page of any
      hazardous substance or material or pollutant in any location,  or (iv) any
      hazardous  condition  in  existence  on  any of  Multi-Page's  properties,
      whether  leased  or  owned,  that  violates  any law.  Multi-Page  has not
      purchased or sold asbestos or sold any other hazardous substance except as
otherwise disclosed in Schedule 5.14.                               

5.15  To the knowledge of Seller,  each lessor of any real or personal  property
      leased by Multi-Page and each other party to any other  agreement to which
      Multi-Page is a party,  when and to the extent necessary  pursuant to such
      lease or other agreement,  in the opinion of the Purchaser or its counsel,
      has consented to the  assignment of such lease or other  agreement and not
      taken any action or indicated  any  intention  to terminate  such lease or
      other  agreement,  except  where the  failure to consent  would not have a
      material  adverse  effect on  Multi-Page  or the Assets.  Purchaser is not
      assuming  any lease of real  property  under this  Agreement,  and nothing
contained in the subparagraph is intended to indicate otherwise.    

5.16  [This paragraph intentionally left blank.]                                

6. Representations and Warranties of the Purchaser  

The Purchaser represents and warrants to the Seller as follows:     

6.1   The Purchaser is a corporation  duly  organized,  validly  existing and in
      good standing under the laws of the State of Utah and properly  registered
      to do  business in the State of Georgia  and has all  requisite  corporate
      power and authority to own and operate its  properties and to carry on its
      business as now being  conducted.  The Purchaser has full corporate  power
      and authority to execute, deliver and perform this Agreement, and doing so
      will not violate any provision of law or  contravene  any provision of its
articles of incorporation or bylaws.                                

6.2   This  Agreement  has been duly executed and delivered by the Purchaser and
      constitutes  a  legal,  valid  and  binding  obligation  of the  Purchaser
      enforceable  against the Purchaser in accordance with its terms, except as
      the enforceability hereof and thereof may be limited or otherwise affected
      by (i)  bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent
      transfer,  fraudulent conveyance, or similar laws relating to or affecting
      the enforcement of creditors' rights generally or providing for the relief
of debtors and (ii) general principles of equity.                   

6.3   The  execution  and delivery of this  Agreement by the  Purchaser  and the
      consummation and documentation of the transactions  provided for herein do
      not and will not constitute a breach of, or default under, any commitment,
      agreement,  judgment  or  pending  suit or court  proceeding  to which the
      Purchaser is a party or to which any of its assets is subject and will not
      cause  the  acceleration  of  the  maturity  of  any  debt,  liability  or
obligation of the Purchaser.                                        

6.4   Capital Stock.                                                            
-------------                                                       

      (a)   The   authorized   capital  stock  of  the  Purchaser   consists  of
            200,000,000 shares of common stock, and 0 shares of preferred stock.
            As of December 31, 1999, there were outstanding  104,490,504  shares
            of Common Stock and 0 shares of preferred  stock.  All of the issued
            and outstanding shares of common stock and preferred stock were duly
            authorized and validly issued,  are fully paid,  non-assessable  and
free of preemptive rights.                              

    (b)   Except as set forth on  Schedule  6.4,  there are not  outstanding
          any  (i)   securities  of  the  Purchaser   convertible   into  or
          exchangeable  for any shares of capital stock or other  securities
          of the Purchaser, (ii) subscriptions,  options, warrants, or other
          rights  obligating  the  Purchaser to issue or entitling any third
          party to acquire from the  Purchaser  any shares of capital  stock
          or other  securities  of the  Purchaser  or (iii)  other than this
          Agreement,  agreements or understandings to which the Purchaser is
          a party  with  respect  to the  voting,  sale,  transfer  or other
restriction on shares of capital stock of the Purchaser.

      (c)   To the best  knowledge  of  Purchaser,  all SEC filings  made by the
Purchaser are true and correct.                         

7. Closing Conditions 

7.1   Conditions  to the Closing  Obligation  of  Purchaser.  The  obligation of
      Purchaser to consummate the  transactions  contemplated  by this Agreement
      shall be subject to the fulfillment at or prior to the Closing Date of the
following additional conditions:                                    

      (a)   Seller shall have performed in all material respects its obligations
            under this  Agreement  required to be performed by it at or prior to
the Closing Date; and                                   

      (b)   The  representations  and  warranties  of  Seller  set forth in this
            Agreement shall have been true and correct in all material  respects
            when made and shall be true and correct in all material  respects at
            and as of the Closing Date as if made at and as of the Closing Date,
            except as affected by transactions contemplated or permitted by this
Agreement.                                              

7.2   Conditions to the Closing  Obligation of Seller.  The obligation of Seller
      to consummate the  transactions  contemplated  by this Agreement  shall be
      subject  to the  fulfillment  at or  prior  to  the  Closing  Date  of the
following additional conditions:                                    

      (a)   Purchaser  shall  have  performed  in  all  material   respects  its
            obligations  under this Agreement  required to be performed by it at
or prior to the Closing Date; and                       

      (b)   The  representations  and  warranties of Purchaser set forth in this
            Agreement  shall have been true in all material  respects  when made
            and shall be true and correct in all material  respects at and as of
            the Closing Date as if made at and as of the Closing Date, except as
            affected  by   transactions   contemplated   or  permitted  by  this
Agreement.                                              

8. Excluded Assets  

8.1   All cash, accounts receivable,  creditor rebates,  deposits and recoveries
      from  pending  claims and lawsuits  related to the business of  Multi-Page
      (the "Excluded Assets") shall remain the property of Seller or Multi-Page,
as the case may be.                                                 

9. The Closing  

      The closing  hereunder  (the  "Closing")  shall take place on February 24,
2000 (the  "Closing  Date") at the  offices of Zachary &  Segraves,  P.A.,  1000
Commerce Drive, Decatur, GA 30030, or transacted by fax and/or overnight mail.  

10.  Survival of Warranties 

      All  covenants,  representations  and  warranties  contained  herein shall
survive any  investigation  at any time made by or on behalf of the Purchaser or
the Seller and shall survive the Closing for a period of 13 months thereafter.  

11. Indemnification of Purchaser  

      The Seller hereby agrees to indemnify and hold harmless the Purchaser, and
the Purchaser's  successors and assignees in respect of any damage,  expense, or
loss suffered by any of them resulting from:                                    

11.1  Any  misrepresentation,  breach  of  warranty  or  nonfulfillment  of  any
      covenant,  undertaking  or  agreement on the part of the Seller under this
      Agreement or any  misrepresentation  or omission from any  certificate  or
     other instrument furnished or to be furnished to the Purchaser hereunder;

11.2  Excluding the Assumed Liabilities, all liabilities and obligations or, and
      claims  against,  Multi-Page or its assets arising from the conduct of the
      business of  Multi-Page  prior to the Closing  Date  including  all debts,
      liabilities  and  obligations  of  any  nature,  absolute  or  contingent,
      foreseen  or  unforeseen,  which are  attributable  or  chargeable  to the
      ownership  and  operation  of the  business of Seller prior to the Closing
      Date specifically including, without limiting the foregoing, liability for
      products   sold  by  Multi-Page   or  any   subsidiary   thereof  and  all
environmental liabilities;                                          

11.3  That   certain   Lease   between   Fred   Taylor  as   Landlord,   Intek  
    Telecommunications,  Inc. as Lessee for the property  formerly  occupied
  by Multi-Page located at 1089 Culpepper Drive, Conyers, Georgia 30094;

11.4  Any claim which might be asserted against  Purchaser  arising out of the  
    security  interest of ENK Telecom Co.,  Ltd. and the Uniform  Commercial
    Code Financing  Statements filed in Rockdale County,  Georgia, as listed
in Schedule 5.4.                                                    

11.5  All actions, suits, proceedings,  demands,  assessments,  judgments, costs
      and  expenses   (including   interest  paid  thereon  and  all  reasonable
attorneys' fees incurred) incident to the foregoing.                

12.  Indemnification of the Seller  

      The Purchaser  hereby agrees to indemnify and hold harmless the Seller and
the Seller's successors and assigns against any claim, loss, damage,  liability,
cost,  demand or expense,  including  reasonable  legal fees,  sustained  by the
Seller or Multi-Page that arises out of or result from the following:           

(a)   the Assumed Liabilities;                                      

      (b)   any  misrepresentation,  breach of warranty or nonfulfillment of any
            covenant,  undertaking  or  agreement  on the part of or made by the
            Purchaser under this Agreement or any  misrepresentation or omission
            from  any  certificate  or  other  instrument  furnished  or  to  be
furnished to the Seller hereunder;                      

      (c)   all  actions,  suits,  proceedings,  claims,  demands,  assessments,
            judgments,  reasonable legal fees, costs and expenses incident to or
            arising out of any act or omission of the Purchaser in the use of or
related to the Assets on or after the Closing Date; and 

      (d)   all  actions,  suits,  proceedings,  claims,  demands,  assessments,
            judgments, reasonable legal fees, costs and expenses incident to any
of the foregoing.                                       

13. Expenses of the Parties 

      Except as specifically  provided  herein,  all expenses  incurred by or on
behalf  of the  parties  hereto  including,  without  limitation,  all  fees and
expenses of agents,  representatives,  counsel and  accountants  employed by the
parties  hereto in connection  with the  preparation  of this  Agreement and the
consummation of the  transactions  contemplated by this Agreement shall be borne
solely by the party who shall have  incurred  such  expenses and the other party
shall have no liability in respect  thereof.  The Seller and the Purchaser agree
to share equally the fees and expenses of the Escrow Agent.                     

14.  Right to Specific Performance; Waivers 

      In the event the  Purchaser or the Seller fails to perform its  respective
obligations  hereunder,  the other  shall  have the right (i) to  terminate  its
obligations  hereunder by giving written  notice of such  termination or (ii) to
require specific  performance of the obligation not performed.  Either party has
the right to waive the other party's  compliance with a condition to Closing and
to require specific performance of this Agreement.                              

15.  Brokers  

      Seller and Purchaser warrant and represent that the introduction of Seller
to Purchaser and all  negotiations on the part of Seller and Purchaser  relative
to this Agreement and the  transaction  contemplated by this Agreement have been
effected  and  carried on by Seller  directly  with the  Purchaser  without  the
intervention of any broker, finder or other person.                             

16.  Miscellaneous  

16.1  All notices and other  communications  provided for hereunder  shall be in
      writing, unless otherwise specified, and shall be deemed to have been duly
      given if delivered  personally,  sent by receipted  overnight courier,  or
      mailed,  postage  prepaid,  registered or certified mail, to the following
      addresses or at such other  addresses as the parties  hereto may designate
from time to time in writing:                                       

If to the Seller:                                                               

Joshua Friedman and Phyllis Zyskind                                 

Attn: Sol Friedman                                                  

1333 60th Street                                                    

Brooklyn, NY 11219-5019                                             

With a copy to:                                                                 

Greg Sergesketter, Esq.                                             

Gardere Wynne Sewell & Riggs, LLP                                   

1000 Louisiana, Suite 3400                                          

Houston, TX 77002                                                   

If to the Purchaser:                                                            

Mr. Hank Cleare                                                     

Brandmakers, Inc.                                                   

1325 Capital Circle, Suite C                                        

Lawrenceville, GA 30045                                             

With a copy to:                                                                 

J. Ed Segraves                                                      

Zachary & Segraves, P.A.                                            

1000 Commerce Drive                                                 

Decatur, GA 30030                                                   

16.2  This  Agreement  shall  be  governed  by and  construed  and  enforced  in
      accordance  with the laws of the State of Georgia.  The  section  headings
      contained herein are for reference  purposes only and shall not in any way
affect the meaning or interpretation of this Agreement.             

16.3  This Agreement may be amended, modified,  superseded, or cancelled and any
      of the terms,  provisions,  and conditions  hereof may be waived only by a
      written  instrument  executed  by all of the  parties  hereto.  Notice  or
      knowledge   of  any  matter   shall  not   constitute   a  waiver  of  any
      representation or warranty with respect to such matter.  The waiver by any
      party of any breach of any provision shall not be construed as a waiver of
      any other  provision  by such  party.  Each party  shall have the right to
      waive  fulfillment  of a  condition  or  covenant  or  compliance  with  a
representation or warranty of which it is the beneficiary.          

16.4  All  understandings  and  agreements  of the  parties are merged into this
      Agreement and the  instruments  and  agreements  referred to herein.  This
      Agreement  inures to the  benefit  of and shall be  binding on each of the
      parties  hereto  or any of  them,  their  respective  representatives  and
      successors;   provided,   however,  this  Agreement  and  the  rights  and
obligations hereunder shall not be assignable by any party.         

16.5  This Agreement may be executed in two or more counterparts,  each of which
      shall be deemed an original and all of which together shall constitute one
and the same instrument.                                            

16.6  In  the  event  any   provision   of  this   Agreement  is  deemed  to  be
      unenforceable,  the  remainder  of this  Agreement  shall not be  affected
      thereby  and each  provision  hereof  shall be valid and  enforced  to the
fullest extent permitted by law.                                    

EX-10.1
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16.7  Sol Friedman  individually  agrees to indemnify  Purchaser with respect to
Section 11.3 only.                                                  

WITNESS the following signatures:                                               

            SELLERS:
           -------

[NOTARY STAMP &                                                                 
SIGNATURE]                                      /s/                         
----------------------              ------------------------------              

Notary Public                             Joshua Friedman                       

[NOTARY STAMP &                                                                 
SIGNATURE]                                      /s/                         
----------------------              ------------------------------              

Notary Public                             Phyllis Zyskind                       

              PURCHASER:
             ---------

                     BRANDMAKERS, INC.

_______________________             By: ________/s/________________             

Notary Public                                   Hank Cleare                     

                             Its:_President & COO_____

                                      WITH RESPECT TO SECTION 16.7 ONLY:
                                     ---------------------------------

[NOTARY STAMP &                                                                 
SIGNATURE]                                      /s/                         
-----------------------             ------------------------------              

Notary Public                             Sol Friedman                          

EX-10.1
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SCHEDULE 1                                                                      

1.    All pagers and parts inventory                                            

2.    All pager test equipment,  work equipment,  soldering  equipment,  label  
machines, LCD machines, compressors, shielded rooms, cooling units  

3.    All office equipment and office supplies                                  

4.    Trade show booth                                                          

5.    Two copy machines                                                         

6.    Customer List                                                             

7.    All other physical assets  currently  located at offices of Brandmakers,  
Inc., 1325 Capital Circle, Suite C, Lawrenceville, GA 30045         

SCHEDULE 5.4                                                                    

None.                                                               

SCHEDULE 5.5                                                                    

1.    Lease on old Multi-Page property located at 1089 Culpepper Drive, Conyers,
      Rockdale  County,  Georgia  30094.  This  lease is not  being  assumed  by
      Purchaser and is the subject of the indemnity  contained in paragraph 11.3
of this Agreement.                                                  

2.    Two   vehicle   leases:   First   Union   National   Bank   Leases  Nos.  
    25-2563-211227  and  25-2563-106369.  Purchaser has agreed to assume the
    responsibility  for these leases upon proper  assignment  acceptable  to
Lessor.                                                             

SCHEDULE 5.6                                                                    

None.                                                               

SCHEDULE 5.7                                                                    

None.                                                               

SCHEDULE 5.8                                                                    

None.                                                               

SCHEDULE 5.9                                                                    

None.                                                               

SCHEDULE 5.11                                                                   

None.                                                               

SCHEDULE 5.13                                                                   

Lawsuit by Mr. H.J. Kim, a former  employee of  Intek/MultiPage.  Seller shall  
be solely  responsible  for the  defense  and  payment  of any  settlement  or  
judgment in connection therewith.                                               

EX-10.1
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SCHEDULE 5.14                                                                   

None.                                                               

SCHEDULE 6.4                                                                    

1.    Private Placement                                                         

      Brandmakers currently has an offering outstanding to sell 8,000,000 units,
      each unit consisting of two (2) shares of Common Stock, par value $001 per
share and 3/4 warrant of the company during a 356-day period.       

      This will add 16,000,000 shares to the total outstanding  shares.  Further
dilution will occur with the exercise of the associated warrants.   

2.    Brandmakers is in the process of acquiring businesses,  which will require
the issuance of $650,000 of options in payment when complete.       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		1/1/01		1
Filed on:		3/9/00
For Period End:		3/3/00
		2/24/00		2
		2/23/00		1
		1/1/00		2
		12/31/99		2					10QSB
		12/1/99		2
									List all Filings