Smart Technology Inc – IPO: ‘SB-1/A’ on 3/31/03 – EX-10

On:  Monday, 3/31/03, at 7:35pm ET   ·   As of:  4/1/03   ·   Accession #:  1164150-3-70   ·   File #:  333-87006

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-1/A      1933 Registration Statement                           82    309K 
 2: EX-9        Escrow Agreement                                       5     20K 
 3: EX-10       Consent of Expert                                     88    333K 
 4: EX-10       Gap Agreement                                         19     52K 
 5: EX-10       Irisio Agreement                                       8     31K 
 6: EX-11       Legal Opinion                                          2±    10K 

EX-10   —   Irisio Agreement
Exhibit Table of Contents

EX-10
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SALE OF SHARES

BETWEEN:                                                                        

Mr. Frederic MASSIOT                                                            

Born on 1/7/1965 at FONTENAY AUX ROSES (Hauts de Seine) Residing at 7, Boulevard
du General Leclerc (91470) LIMOURS France Single                                

Who declares:                                                                   
-to be French resident;                                                         
-not to be incapacitated under the law                                          

hereinafter referred to as "THE SELLER"                                         

                                                              AS THE FIRST PARTY

AND                                                                             

The company "SMART TECHNOLOGY INC"                                              
Headquartered at: 265 Sunrise Avenue, Suite 204, Palm Beach, Florida 33480 USA  

Represented by Mr. Marc Asselineau                                              

hereinafter referred to as "THE BUYER"                                          

                                                             AS THE SECOND PARTY

IT IS FIRST DECLARED AS FOLLOWS:                                                

The company "IRISIO" is in existence, is a limited responsibility company with a
capital of EURO 13,740,  headquartered at JUVISY SUR ORGE (91269), 79, Avenue de
la Cour de  France,  France and  identified  under the number 434 728 283 at the
Commercial Registrar in EVRY, France.                                           

The company  specializes  in the study,  the  conception  and the  marketing  of
computerized products.                                                          

The capital is set at EURO 13,740 and divided  into 1,374 shares with a value of
EURO 10 for each  share,  numbered  from 1 to  1,374,  which  all  belong to Mr.
Frederic MASSIOT.                                                               

This company is managed by Mr. Frederic MASSIOT, General Manager.               

Mr. Frederic MASSIOT declares:                                                  

1.   That he has the authority to sell the aforementioned  shares of the company
     "IRISIO"  and that the  shares  belong to him in their  entirety,  free and
clear of all liens, attachments and commitments of all kinds;         

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2.   That the company has been established under normal  procedures,  is validly
     existing and has operated and continues to operate  normally  vis-a-vis the
     rules and regulations  and in accordance with its by-laws;  that it has all
     powers and  authorizations  to perform  all  required  declarations  in the
framework of its activities;                                          
3.   That the  by-laws of the  company  "IRISIO"  are  current and that they are
exact and complete as of today's date;                                
4.   That  the  company  "IRISIO"  does  not  own  any  subsidiary,  nor has any
     participation in another company and has not taken any commitment to invest
in new companies, nor to invest in existing companies                 
5.   That the  company  "IRISIO"  has  full  unencumbered  ownership  on all its
tangible and intangible assets;                                       
6.   That  the  company  did  not  issue  any  guaranty  or  off-balance   sheet
commitments to any one;                                               
7.   That the company "IRISIO" has in place insurance  policies that protects it
     against all normal  business  risk as well as business  risk related to its
activities;                                                           
8.   That he company  "IRISIO"  is not  covered by  insurance  against  any risk
attached to its new type of activity of tracking by GPS and GSM;      
9.   That no  lawsuit,  litigation,  proceedings  currently  exist  against  the
     company  "IRISIO"  and that he is not  aware of  circumstances  that  could
trigger lawsuit, litigation, proceedings on account of past events;   
10.  That no contract or agreement  contains a change of  ownership,  management
     and organization clause that would trigger cancellation of such contract or
agreement;                                                            
11.  That the  company  "IRISIO"  has not  borrowed  money  from  any  financial
     institution  or anyone,  with the  exception of a duly  authorized  working
capital overdraft line of credit and a car lease for a 206 Peugeot;   
12.  That as of today's date, no past or present  management member nor any past
and present employee is a lender to the company;                      
13.  That the company  "IRISIO" is subject to corporate income tax, that the net
     worth of the  company  "IRISIO" as of  December  31,  2002  amounts to EURO
     17,019  and that  since  January 1,  2003,  the  company  did not engage in
     unusual  activities,  or in activities that would deviate from its business
    purpose, and that since that date no material adverse change has occurred;
14.  That no representations and warranties contained in this agreement fails to
     mention  important  facts  that could  negatively  impact as of the date of
     signature the  financial  situation,  the assets,  the  liabilities  or the
business of the company "IRISIO";                                     

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THIS BEING EXPOSED AND DECLARED, IT IS AGREED AND STATED AS FOLLOWS:            

 SALE OF STOCK

Mr.  Frederic  MASSIOT  hereby  sells and  transfers,  under  legal  and  normal
guaranties, to the company "SMART TECHNOLOGY INC", which hereby accepts, the ONE
THOUSAND THREE HUNDRED SEVENTY-FOUR (1,374) shares with a value of EURO 10 each,
numbered from 1 to 1,374 of the company "IRISIO" that he owns.                  

 PRICE

This sale is effected  and agreed  against a flat  consideration  of EURO THIRTY
THOUSAND  (30,000)  payable  immediately  in the form of a  conditional  current
account of same amount  converted  in US dollars at a rate of exchange of parity
on the books of "SMART  TECHNOLOGY INC", in order to allow the issuance of 6,000
shares of the company "SMART  TECHNOLOGY INC" at a price of FIVE DOLLARS US ($5)
per share to the seller.                                                        

In order to effect the above capital  increase,  Mr. Marc ASSELINEAU  commits to
issue at the latest 6,000 shares of the company "SMART  TECHNOLOGY INC" reserved
in the name of Mr. Frederic  MASSIOT at a price of FIVE US DOLLARS (5 US $); Mr.
Frederic  MASSIOT commits to subscribe to this above mentioned  capital increase
under the above conditions.                                                     

****

There are no certificates  for the shares sold of the company  "IRISIO",  as the
shares  result  from a cash  contribution  that took place when the  company was
created as well as with subsequent capital increases.                           

The buyer will, as of today's date, own the shares that are sold to him; he will
have all rights and  obligations  resulting from full share ownership as well as
all benefits that they could produce as of JANUARY 1, 2002.                     

The buyer  replaces  the seller for all rights and  obligations  attached to the
sold shares.                                                                    

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 AGREEMENT

In  application  of article 14 of the  by-laws,  Mr.  Frederic  MASSIOT,  in his
quality of unique  manager of the  company  "IRISIO",  declares  to agree to the
present sale of the shares between Mr.  Frederic  MASSIOT and the company "SMART
TECHNOLOGY INC".                                                                

 NON COMPETITION

Except as agreed in writing,  the seller will not,  as of today's  date,  either
directly or  indirectly  undertake  any  activities  that could compete with the
activities of the company as they exist today in the  territories  of France and
neighboring  countries  and for a duration  of time that will expire on DECEMBER
31,  2005.  Contravention  to this clause of non-  competition  would  result in
compensation  for prejudice and the right to seek  injunction on the part of the
seller.                                                                         

GUARANTY OF LIABILITIES AND OF TANGIBLE NATURE OF ASSETS                        

1.   The Seller guaranties:                                                     

     o    The  tangible  nature  and the  amount of the  assets  of the  company
          "IRISIO" as they appear on the  balance  sheet of the same  company on
DECEMBER 31, 2002, hereinafter enclosed in annex;           

     o    That the  balance  sheet,  the  Profit  and Loss  statement  and their
          annexes as of  DECEMBER  31,  2002 are  sincere  and true and  closely
          reflect the financial  situation of the assets and the  liabilities of
the company "IRISIO" as of that date;                       

     o    That  all  documents  have  been  prepared  according  to  the  French
          accounting  standards,  which have been applied in a consistent manner
with the current and all previous accounting statements;    

     o    That the fixed assets are accounted for in the financial statements of
          the  company   "IRISIO"  as  of  DECEMBER   31,  2002  at  cost  minus
          depreciation  in  accordance  with the  accounting  rules  customarily
utilized in the profession;                                 

     o    That in the assets  stated,  the  realizable  values  and the  working
          capital  do  correspond  to  real  values  after  taking   account  of
adjustments and provisions;                                 

     o    That the amounts of liabilities  do correspond  exactly to the amounts
          actually due and that there exists no debt or no liability that is not
          recorded on the balance sheet as of DECEMBER 31, 2002,  that the debts
are certain and payable;                                    

     o    That  there is no off  balance  sheet  liability  in  addition  to the
balance sheet provided by the company "IRISIO";             

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2.   As a consequence,                                                          

The seller  guaranties  to the seller  against  all  diminution  in value of the
assets or against all new liabilities, particularly for liabilities of fiscal or
social  nature that could  surface as having a prior  origin to today's date and
that would not have been registered,  provisioned or provisioned in insufficient
amount in the balance sheet as of DECEMBER 31, 2002 hereinafter annexed;        

Any decrease in the value of assets or any new liability, the existence of which
would have been  determined  by the CPA of the buyer,  will trigger a payment to
the buyer of same  amount that will be treated as a  reduction  of the  purchase
price  for the  shares  up to the full  amount  of the  purchase  and  beyond as
compensation for prejudice;                                                     

This  payment  could take the form of  remission  of the  shares of the  company
"SMART TECHNOLOGY" that the seller owns as a result of the share of that company
issued to his benefit as stipulated in the article titled "PRICE" above;        

In that case and in the  absence of an  agreement  on the value of the shares of
the  company  "SMART  TECHNOLOGY",  the value  will be  determined  by an expert
nominated by the President of the Commercial Tribunal of Paris acting in urgency
at the request of the most diligent party;                                      

The  expert  will have a maximum  of two  months in order to carry  through  his
mission and deliver his recommendations;                                        

Any new liability that would represent  tax-deductible expenses would be reduced
by the amount of corresponding corporate income tax credits;                    

In any event, all reimbursement  connected to the present guaranty of assets and
liabilities will have to be made to the buyer within eight days, either from the
date of payment by the company  "IRISIO" of the new liability,  or from the date
of the confirmation of the reduction                                            

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in assets (or within 8 days from the report  presented by the expert in the case
of  arbitration  on the value of the shares of "SMART  TECHNOLOGY" as stipulated
above)                                                                          

Exceptions to the scope of the present guaranty:                                

     o    Any change in  accounting  treatment  not  considered  in the  present
agreement;                                                  

     o    The fiscal audits on  depreciation,  inventory and  provisions  and in
          general,  any audit  pertaining  to the simple  transfer  of  retained
          earnings  from one  accounting  period  to the  next,  except  for the
penalties that such an audit could entail;                  

Moreover,  the  seller  will be  entitled  to a free  allowance  totaling  SEVEN
THOUSAND SEVEN HUNDRED EUROS (7,700) in one or several events;                  

In  the  case  where,  in  the  framework  of  administrative  proceedings,  the
administrative  agency would claim  guarantees  from the company  "IRISIO",  the
seller commits to counter  guaranty the company "IRISIO" for the amount by which
the former would be obligated;                                                  

The entirety of the obligations  contained in this section will be valid through
all the statutory  limitation  periods and beyond for the duration of litigation
initiated before all such periods;                                              

The seller hereby commits to compensate the buyer against any  inaccuracies in a
statement  or  commitment  given by the former in the  framework  of the current
contract to the extent of the prejudice that such inaccuracies  could create for
the buyer.                                                                      

DECLARATIONS

The parties declare that the company is not subject to the provisions of the law
of March 15, 1963.                                                              

NOTIFICATION

The present  sale of shares will be notified to the company,  in agreement  with
the provisions of article 1690 of the Civil Code.                               

The present sale will be valid and enforceable with any third party,  once these
formalities are accomplished and also once the deposit of two original copies of
this contract of sale has taken place as an annex to the Commercial Registrar of
Companies.                                                                      

REGISTRATION

The present contract will be registered according to the law.                   

 HEIRS, SUCCESSORS AND ASSIGNS

The commitments  made by the First Party in the context of the present  contract
will be valid between the parties as well as towards their heirs, successors and
assigns, even if they are minors or incapacitated.                              

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 INTEGRALITY

The  present  agreement  includes  the  entirety of all  agreements  between the
parties and  replaces  and renders  null and void all other  agreement,  intent,
promises and pre-existing documents.                                            

NON VALIDITY

By agreement  between the parties,  in the event that any part of this agreement
is declared non valid,  without  object,  or declared as such in  application of
rules and  regulations,  such part will be declared without effect or it will be
modified  in the  minimum  necessary  fashion  in  order  to  make it  valid  or
effective;  the rest of the  agreement  will not be impaired  and will remain in
full force in conformity with its terms.                                        

JURISDICTION

The present agreement is made under the laws of the Republic of France          

All disagreement  that would arise from the  interpretation  or the execution of
the present agreement  currently and/or in the future would be of the competency
of the Commercial Tribunals of PARIS                                            

ELECTION OF DOMICILE

For the  execution of the present  agreement  and for the future  communications
between the parties,  the parties  hereby elect as their  domicile and residence
the domiciles and residences as indicated in this agreement.                    

EXPENSES

Expenses and fees of the present  agreement,  and future  expenses and fees that
will result from the present agreement are to be paid by the buyer.             

Effected in PARIS,  in the year two thousand three and the 24th day of March. In
as  many  original  copies  as  there  are  parties,  plus as  required  for the
formalities.                                                                    

THE SELLER                                                    THE BUYER         
------------------                                       ------------------     
                                                      "SMART TECHNOLOGY INC"

/s/ Frederic MASSIOT                                    /s/  Marc ASSELINEAU    
----------------------                                  ---------------------   

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STATEMENT FROM THE GENERAL MANAGER

The  undersigned,  Frederic  MASSIOT,  residing 7, Boulevard du General  Leclerc
(91470)  LIMOURS,  acting as the  General  Manager of the  company  "IRISIO",  a
limited responsibility  company with a capital of EURO 13,740,  headquartered at
JUVISY SUR ORGE (91260),  79, Avenue de la Cour de France,  and identified under
the number 434 728 283 at the Commercial Registrar in EVRY, France.             

Declares to have received as of today's date, at its  headquarters,  an original
copy of the sale agreement under private contract dated in PARIS on ____________
registered on _______ upon payment of ________ upon which terms:                

Mr. Frederic MASSIOT,                                                           

residing 7,  Boulevard du General  Leclerc  (91470)  LIMOURS has sold for a flat
price of EURO THIRTY  THOUSAND  (30,000) the ONE THOUSAND THREE HUNDRED  SEVENTY
FOUR (1,374)  shares  numbered from 1 to 1,374 that belong to him in the company
"IRISIO"                                                                        

for the benefit of:                                                             

the company "SMART TECHNOLOGY INC" headquartered: 265 Sunrise Avenue, Suite 204,
Palm Beach, Florida 33480, USA.                                                 

As a  consequence,  the said sale of shares has  become  effective  towards  the
company "IRISIO", as of today's date.                                           

EFFECTED IN PARIS,  in three  original  copies The year two  thousand  three And
the ___ day                                                                     

                          Frederic MASSIOT

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Dates Referenced Herein

				Referenced-On Page
This ‘SB-1/A’ Filing		Date		First		Last			Other Filings
		12/31/05		4					None on these Dates
Filed as of:		4/1/03
Filed on:		3/31/03
		1/1/03		2
		12/31/02		2		5
		1/1/02		3
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