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<title>file:///c:/FrontPage Web/Fifth Avenue Acquisition I Corp/Fifth-I-8-K-08-06-01.htm</title>
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<b><font SIZE="5">

<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</p>

<p ALIGN="CENTER">WASHINGTON, D.C. 20549</p>
</font><font SIZE="4">

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">FORM 8-K</p>

<p ALIGN="CENTER">CURRENT REPORT</p>
</font></b>

<table border="0" cellspacing="0" width="100%" height="264">
  <tr>
    <td width="100%" colspan="3" height="21"><p ALIGN="CENTER">PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934</td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21"><font SIZE="3"><p ALIGN="CENTER">Date of Report:
    August 3, 2001</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="16"><font SIZE="1"><p ALIGN="CENTER">(Date of
    Earliest Event Reported)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21"><font SIZE="3"><u><b><p ALIGN="CENTER">FIFTH
    AVENUE ACQUISITION I CORP.</b></u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="16"><font SIZE="1"><p ALIGN="CENTER">(Exact Name of
    Registrant as Specified in its Charter)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="34%" align="center" height="21"><u>Florida</u></td>
    <td width="33%" height="21"><p align="center"><u>0-31763</u></td>
    <td width="33%" height="21"><p align="center"><u>65-1032012</u></td>
  </tr>
  <tr>
    <td width="34%" align="center" height="16"><font SIZE="1">(State or other jurisdiction of
    incorporation)</font></td>
    <td width="33%" height="16"><p align="center"><font SIZE="1">(Commission File Number)</font></td>
    <td width="33%" height="16"><p align="center"><font SIZE="1">(IRS Employer Identification
    No.)</font></td>
  </tr>
  <tr>
    <td width="34%" align="center" height="21">&nbsp; </td>
    <td width="33%" height="21">&nbsp; </td>
    <td width="33%" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="34%" align="center" height="21"><u>301 Clematis Street, Suite 3000<br>
    West Palm Beach, FL</u></td>
    <td width="33%" height="21"></td>
    <td width="33%" height="21"><p align="center"><u>33401</u></td>
  </tr>
  <tr>
    <td width="34%" align="center" height="7"><font SIZE="1">(Address of principal executive
    offices)</font></td>
    <td width="33%" height="7"></td>
    <td width="33%" height="7"><p align="center"><font SIZE="1">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="34%" height="1"></td>
    <td width="33%" height="1"></td>
    <td width="33%" height="1"></td>
  </tr>
</table>
<font SIZE="3">

<p>&nbsp;</p>

<p ALIGN="CENTER">Registrant's telephone number, including area code: (561) 651-7336</p>

<p>Table of Contents</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="732">
  <tr>
    <td WIDTH="651" VALIGN="TOP"></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">Page</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 1. Changes in Control of Registrant</font></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">2</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 2. Acquisition or Disposition of Assets</font></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">3</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 3. Bankruptcy or Receivership</font></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">3</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 4. Changes in Registrant&#146;s
    Certifying Accountants</font></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">3</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 5. Other Events and Regulation FD
    Disclosure</font></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">3</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 6. Resignations of Registrant's Directors</font></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">3</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 7. Financial Statements and Exhibits</font></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">4</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 8. Changes in Fiscal Year</font></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font SIZE="3">8</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><font SIZE="3">Item 9. Regulation FD Disclosure</font></td>
    <td WIDTH="77" VALIGN="TOP"><font SIZE="3"><p align="center">8</font></td>
  </tr>
</table>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
<b>

<p><font SIZE="3">ITEM 1. CHANGES IN CONTROL OF REGISTRANT.</font></p>
</b>

<p ALIGN="JUSTIFY"><font SIZE="3">(a) Pursuant to an Agreement and Plan of Merger dated as
of July 11, 2001, and effective as of August 3, 2001 (the &quot;Agreement&quot;), Fifth
Avenue Acquisition I Corp., a Florida corporation (the &quot;Registrant&quot; ) and
PlanetLink Communications, Inc., a Georgia corporation&nbsp; (&quot;PlanetLink&quot;) have
agreed that the Registrant will merge into PlanetLink. The Agreement is attached as
Exhibit 2.1. Upon the consummation of the merger (the &quot;Closing&quot;), PlanetLink
will become the successor reporting company under the Exchange Act. The Agreement was
adopted by the unanimous consent of the Board of Directors of the Registrant and
PlanetLink. Prior to and as a condition to the Closing, PlanetLink is required to deliver
PlanetLink's&nbsp; audited financial statements for the years ended December 31, 1999 and
2000, which will be included in an amendment to this Form 8-K.</font></p>

<p ALIGN="JUSTIFY"><font SIZE="3">The Agreement provides that PlanetLink issue a total of
456,107 shares of common stock to the present shareholders of the Registrant in exchange
for the 1 million issued and outstanding shares of the Registrant held by Registrant's
shareholders or an exchange ration of .456 shares of PlanetLink shares for every
Registrant share.&nbsp; Following the Closing of the Agreement, PlanetLink, as the
successor reporting company, shall have a total of 9,122,143 shares issued and
outstanding. It is contemplated that following the Closing the present officers and
directors of the Registrant will resign.</font></p>

<p ALIGN="JUSTIFY"><font SIZE="3">At the time of the Agreement and since its inception in
August 2000, the Registrant has had no operations and revenues. Reference is made to the
Registrant&#146;s Annual Report on Form 10-KSB for the year ended December 31, 2000 filed
with the SEC on February 2, 2001. The Registrant also filed its Quarterly Reports on Form
10-QSB for the periods ended March 31, 2001 and June 30, 2001 and is current under the
reporting requirements of the Exchange Act.</font></p>

<p ALIGN="JUSTIFY"><font SIZE="3">(b) The following table contains information regarding
the shareholder ownership of PlanetLink, its directors and executive officers and those
persons or entities who beneficially own more than 5% of PlanetLink's shares:</font></p>

<table BORDER="0" CELLSPACING="0" WIDTH="718" height="205"
style="border-left: 1px none rgb(0,0,0); border-bottom: 1px none rgb(0,0,0)">
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="left"><font size="2"><strong>Name</strong></font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2"><strong>Amount of Stock Beneficially owned (1)</strong></font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border: 1px solid rgb(0,0,0)"><p align="center"><font size="2"><strong>Percent of
    Common Stock Beneficially Owned</strong></font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="32"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Kayode A. Aladesuyi, President CEO and Chairman<br>
    165 West Wieuca Road, Suite 205<br>
    Atlanta, GA 30342</font></td>
    <td WIDTH="229" VALIGN="middle" height="32" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">5,472,286</font></td>
    <td WIDTH="270" VALIGN="middle" height="32" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">60.00%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Ernest Smith, Jr., Secretary, Director<br>
    105 Rockport Drive<br>
    McDonough, GA 30253</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">2,500(2)</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">0.027%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Laron Butts, Director<br>
    110 Stillwood Court<br>
    Fayetteville, GA 30215</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">0</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Leontyne Dunn, Director<br>
    3014 Heathgate Court<br>
    Lawrenceville, GA 30044</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">50,000</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">0.55%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Stan Gay, Director<br>
    4920 Northway Drive<br>
    Atlanta, GA 30342</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">0</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Robert Walker, Director<br>
    782 Vinnings Estates Drive<br>
    Mableton, GA 30126</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">50,000(3)</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">0.55%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Dr. Melvin Williams, Director<br>
    95 Collier Road, Suite 4025<br>
    Atlanta, GA 30309</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">100,000</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">1.1%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Iyabo Johson, Director<br>
    2799 Lawrenceville Highway, Ste 100<br>
    Decatur, GA 30033</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">15,000</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">0.16%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Valerie Y. Aladesuyi<br>
    165 West Wieuca Road, Suite 205<br>
    Atlanta, GA 30342</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">500,000</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">5.48%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Harold Jackson<br>
    165 West Wieuca Road, Suite 205<br>
    Atlanta, GA 30342</font></td>
    <td WIDTH="229" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">500,000</font></td>
    <td WIDTH="270" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">5.48%</font></td>
  </tr>
  <tr>
    <td WIDTH="213" VALIGN="middle"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)" height="32"><font
    size="2">All directors and executive officers as a group (8 persons)</font></td>
    <td WIDTH="229" VALIGN="middle" height="32" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">5,689,786</font></td>
    <td WIDTH="270" VALIGN="middle" height="32" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">62.4%</font></td>
  </tr>
  <tr>
    <td WIDTH="712" VALIGN="middle" colspan="3" height="17"><font SIZE="1">(1) Based upon
    9,122,143 outstanding shares of common stock, following the Closing and the issuance of
    shares to Registrant's shareholders.</font></td>
  </tr>
  <tr>
    <td WIDTH="712" VALIGN="middle" colspan="3" height="17"><font SIZE="1">(2) JTWROS by
    Ernest and Tonja Smith</font></td>
  </tr>
  <tr>
    <td WIDTH="712" VALIGN="middle" colspan="3" height="1"><font SIZE="1">(3) JTWROS by Robert
    and Venice</font></td>
  </tr>
</table>
<b>

<p><font SIZE="3">ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.</font></p>
</b><u><strong>

<p ALIGN="JUSTIFY"></strong><font SIZE="3">Forward-Looking Statements</font></u></p>

<p ALIGN="JUSTIFY"><font SIZE="3">This Current Report on Form 8-K contains forward-looking
statements. Any statements contained herein that are not statements of historical fact may
be deemed to be forward-looking statements. Without limiting the foregoing, the words
&quot;believes,&quot; &quot;anticipates,&quot; &quot;plans,&quot; &quot;expects,&quot; and
similar expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the Company's actual results to differ
materially from those indicated by such forward-looking statements. These factors include,
without limitation, those set forth below under the caption &quot;Risk Factors&quot; and
&quot;Certain Factors That May Affect Future Results.&quot; </font></p>

<p ALIGN="JUSTIFY"><font SIZE="3">The information provided in this current report on Form
8-K below refers to the business and operations of PlanetLink and not to Fifth Avenue
Acquisition I Corp., which is a non-operating company, unless otherwise stated or required
by context.</font></p>

<p ALIGN="JUSTIFY"><font SIZE="3">(a) The consideration represented by the 456,107
PlanetLink shares to be issued in exchange for the acquisition of 1,000,000 Fifth Avenue I
shares, representing all of the issued and outstanding common stock of Fifth Avenue I
pursuant to the Agreement was negotiated between the Registrant and PlanetLink. Since its
inception and to date,&nbsp; Thomas J. Craft, Jr., Richard Rubin and Ivo Heiden have been
the only officers, directors and shareholder of Fifth Avenue I, owning 100% of the 1
million issued and outstanding Fifth Avenue I shares and they have no interest direct or
indirect in PlanetLink other than their right to receive the PlanetLink shares upon the
Closing. As a result, the negotiations between Registrant and PlanetLink are considered to
be &quot;arm&#146;s-length&quot;. The officers and directors of Fifth Avenue I &nbsp;
evaluated the merits and risks associated with PlanetLink and used management discretion
and what they believe is reasonable judgement.</font></p>

<p ALIGN="JUSTIFY"><font SIZE="3">(b) The business operations of PlanetLink include the
resale of residential telephone service in Georgia, the distribution under a license of
DirecTV, which is a major provider of satellite television programming, and provides
Internet access. These operations are expected to continue and expand after PlanetLink
becomes a successor reporting company. We will file an amended Form 8-K with the SEC
within 60 days following this Current Report containing a full description of PlanetLinks
business according to Regulation S-B and audited financial statements of PlanetLink as
required by Regulation S-X. </font></p>
<b>

<p><font SIZE="3">ITEM 3. BANKRUPTCY OR RECEIVERSHIP.</font></p>
</b>

<p><font SIZE="3">Not applicable.</font></p>
<b>

<p><font SIZE="3">ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.</font></p>
</b>

<p><font SIZE="3">Not applicable.</font></p>
<b>

<p><font SIZE="3">ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.</font></p>
</b>

<p><font SIZE="3">Not applicable.</font></p>
<b>

<p><font SIZE="3">ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.</font></p>
</b>

<p><font SIZE="3">Not applicable.</font></p>
<b>

<p><font SIZE="3">ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.</font></p>
</b>

<p ALIGN="JUSTIFY"><font SIZE="3">(a) No financial statements are filed herewith. The
Registrant shall file the financial statements of PlanetLink by amendment not later than
60 days from the date of filing of this Current Report on Form 8-K.</font></p>

<p><font SIZE="3">(b) Exhibits</font></p>

<p><font SIZE="3">2.1 Agreement and Plan of Merger</font></p>
<b>

<p><font SIZE="3">ITEM 8. CHANGE IN FISCAL YEAR</font></p>
</b>

<p><font SIZE="3">Not applicable.</font></p>

<p><strong><font SIZE="3">ITEM 9. REGULATION FD DISCLOSURE.</font></strong></p>

<p><font SIZE="3">Not applicable.</font></p>

<p ALIGN="CENTER"><b><font SIZE="3">SIGNATURES</font></b></p>

<p ALIGN="JUSTIFY"><font SIZE="3">Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.</font></p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%"><font SIZE="3">Fifth Avenue Acquisition I Corp.</font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="3"><u>By /s/ Thomas J. Craft, Jr.</u></font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="3">President</font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="3">Date: August 6, 2001</font></td>
  </tr>
</table>

<p><font SIZE="3">Exhibit 2.1 </font></p>
<b>

<p ALIGN="CENTER"><font SIZE="3">Agreement and Plan of Merger</font></p>
</b>

<p ALIGN="JUSTIFY"><font SIZE="3">AGREEMENT AND PLAN OF MERGER dated as of this 11th day
of July, 2001, and effective as of August 3, 2001 (the &quot;Agreement&quot;) among FIFTH
AVENUE ACQUISITION I CORP., a Florida corporation (&quot;Fifth Avenue I&quot;), PLANETLINK
COMMUNICATIONS, INC., a Georgia corporation (&quot;PlanetLink&quot;) and the individual
shareholders of Fifth Avenue I listed in Exhibit A hereof (collectively the
&quot;Shareholders&quot;), being the owners of record of all of the issued and outstanding
stock of Fifth Avenue I.<br>
<br>
Whereas, PlanetLink wishes to acquire and the Shareholders wish to transfer all of the
issued and outstanding securities of Fifth Avenue I, in a transaction intended to qualify
as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended.<br>
<br>
Now, therefore, Fifth Avenue I, PlanetLink and the Shareholders adopt this agreement and
plan of merger and agree as follows:<br>
<br>
1. EXCHANGE OF STOCK<br>
1.1. NUMBER OF SHARES. The Shareholders agree to transfer to PlanetLink at the Closing
(defined below) the number of shares of common stock of Fifth Avenue I, $.001 par value
per share (the &quot;Fifth Avenue Shares&quot;), shown opposite their names in Exhibit A,
in an exchange for an aggregate of 456,107 shares of voting common stock of PlanetLink,
$.01 par value per share (&quot;PlanetLink Shares&quot;), which shall equal five (5%)
percent of the total number of PlanetLink Shares to be issued and outstanding following
this Agreement, as provided in Section 2 below.</font></p>

<p ALIGN="JUSTIFY"><font SIZE="3">1.2. EXCHANGE OF CERTIFICATES. Each Shareholder of an
outstanding certificate or certificates theretofore representing Fifth Avenue I Shares
shall surrender such certificate(s) for cancellation to PlanetLink, and shall receive in
exchange a certificate or certificates representing the number of PlanetLink Shares into
which the Fifth Avenue I Shares represented by the certificate or certificates so
surrendered shall have been converted, as provided in Section 1.1 above and Section 2
below. The transfer of Fifth Avenue I Shares by the Shareholders shall be effected by the
delivery to PlanetLink at the Closing of certificates representing the transferred Shares
endorsed in blank or accompanied by stock powers executed in blank.<br>
<br>
1.3. FRACTIONAL SHARES. Fractional PlanetLink Shares shall not be issued, but in lieu
thereof PlanetLink shall round up fractional PlanetLink Shares to the next highest whole
number.<br>
<br>
1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter, the Shareholders
shall execute such additional instruments and take such other action as PlanetLink may
request in order more effectively to sell, transfer, and assign the transferred stock to
PlanetLink and to confirm PlanetLink's title thereto. It is understood and agreed that the
Shareholders shall not resign as officers and directors of Fifth Avenue I and the
corporate existence of Fifth Avenue I shall not cease until the satisfaction of the
obligations of PlanetLink under a separate secured promissory note dated July 11, 2001
(the &quot;Note&quot;) payable to CR Capital Services, Inc. (&quot;CRCS&quot;).<br>
<br>
2. RATIO OF EXCHANGE.<br>
The securities of Fifth Avenue I owned by the Shareholders, and the relative securities of
PlanetLink for which they will be exchanged, are set out opposite their names in Exhibit
A. The parties hereto acknowledge and understand that at the date of this Agreement, there
are 9,122,143 PlanetLink Shares issued and outstanding and that the number of PlanetLink
Shares issuable to the Shareholders under Section 1.1 of this Agreement shall equal to
five (5%) percent of the PlanetLink Shares issued and outstanding upon the execution and
delivery of this Agreement and the completion of the Merger.<br>
<br>
3. CLOSING.</font><br>
3.1. TIME AND PLACE. The Closing contemplated herein shall be held as soon as possible at
the offices of CR Capital Services, Inc. at 301 Clematis Street, Suite 3000, West Palm
Beach, FL 33401 unless another place or time is agreed upon in writing by the parties
without requiring the meeting of the parties hereof. 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. The date of
Closing may be accelerated or extended by the written agreement of the parties.<br>
<br>
3.2. FORM OF DOCUMENTS. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by this Agreement or any signature
required thereon may be used in lieu of an original writing or transmission or signature
for any and all purposes for which the original could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission or original signature.<br>
<br>
4. UNEXCHANGED CERTIFICATES.<br>
Until surrendered, each outstanding certificate that prior to the Closing represented
Fifth Avenue I Shares shall be deemed for all purposes, other than the payment of
dividends or other distributions, to evidence ownership of the number of PlanetLink Shares
into which it was converted. No dividend or other distribution shall be paid to the
Shareholders of Fifth Avenue I Shares until presented for exchange at which time any
outstanding dividends or other distributions shall be paid.<br>
<br>
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS<br>
The Shareholders, individually and separately, represent and warrant as follows:<br>
<br>
5.1. TITLE TO SHARES. The Shareholders, and each of them, are the owners, free and clear
of any liens and encumbrances, of the number of Fifth Avenue I Shares which are listed in
the attached schedule A and which they have contracted to exchange.<br>
<br>
5.2. LITIGATION. There is no litigation or proceeding pending, or to any Shareholder's
knowledge threatened, against or relating to the Fifth Avenue I Shares held by the
Shareholders.<br>
<br>
6. REPRESENTATIONS AND WARRANTIES OF FIFTH AVENUE I. <br>
Fifth Avenue I represents and warrants that:<br>
<br>
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Fifth Avenue I is a corporation duly
organized, validly existing, and in good standing under the laws of the State of Florida
and is qualified to do business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.<br>
<br>
6.2. REPORTING COMPANY STATUS. Fifth Avenue I has filed with the Securities and Exchange
Commission (&quot;SEC&quot;) a registration statement on Form 10-SB which became effective
on December 11, 2000 pursuant to the Securities Exchange Act of 1934 (the &quot;Exchange
Act&quot;) and is a reporting company pursuant to Section12(g) thereunder.<br>
<br>
6.3. REPORTING COMPANY FILINGS. Fifth Avenue I has timely filed and is current on all
reports required to be filed by it pursuant to Section 13 of 15(d) of the Exchange Act.<br>
<br>
6.4. CAPITALIZATION. The authorized capital stock of Fifth Avenue I consists of 20,000,000
shares of Common Stock, $.001 par value per share (&quot;Fifth Avenue I Shares&quot;), of
which 1,000,000 Fifth Avenue I Shares are issued and outstanding and are owned of record
and beneficially by the Shareholders listed on Exhibit A hereto.<br>
<br>
6.5. ISSUED STOCK. All the outstanding Fifth Avenue Shares are duly authorized and validly
issued, fully paid and non-assessable.<br>
<br>
6.6. STOCK RIGHTS. Except as set out by schedule attached hereto, there are no stock
grants, options, rights, warrants or other rights to purchase or obtain Fifth Avenue I
Shares or any preferred stock issued or committed to be issued. Fifth Avenue I has adopted
a Stock Option Agreement for up to 1,000,000 Fifth Avenue I Shares, which was filed with
the SEC under the Exchange Act as an exhibit to the Form 10-KSB annual report for the year
ended December 31, 2000. The parties agree that no options have been granted under this
Stock Option Plan nor will any be granted without the prior agreement of the parties
hereto.<br>
<br>
6.7. CORPORATE AUTHORITY. Fifth Avenue I has all requisite corporate power and authority
to own, operate and lease its properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the transactions contemplated by
this Agreement and all other agreements and instruments related to this Agreement.<br>
<br>
6.8. AUTHORIZATION. Execution of this Agreement has been duly authorized and approved by
Fifth Avenue I 's board of directors.<br>
<br>
6.9. SUBSIDIARIES. Except as set out by the schedule attached hereto, Fifth Avenue I has
no subsidiaries.<br>
<br>
6.10. FINANCIAL STATEMENTS. The financial statements of Fifth Avenue I dated as of
December 31, 2000, which are part of the Form 10-KSB annual report of Fifth Avenue I for
its year ended December 31, 2000, copies of which have been delivered by Fifth Avenue I to
PlanetLink prior to the Closing Date (the &quot;Fifth Avenue I Financial
Statements&quot;), fairly present the financial condition of Fifth Avenue I as of the date
therein and the results of its operations for the period then ended in conformity with
generally accepted accounting principles consistently applied.<br>
<br>
6.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved
against in the Fifth Avenue I Financial Statements, Fifth Avenue I did not have at that
date any liabilities or obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared in accordance with
generally accepted accounting principles.<br>
<br>
6.12. NO MATERIAL CHANGES. Except as set out by attached schedule, there has been no
material adverse change in the business, properties, or financial condition of Fifth
Avenue I since the date of the Fifth Avenue I Financial Statements.<br>
<br>
6.13. LITIGATION. Except as set out by attached schedule, there is not, to the knowledge
of Fifth Avenue I, any pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against Fifth
Avenue I..<br>
<br>
6.14. CONTRACTS. Except as set out by attached schedule, Fifth Avenue I is not a party to
any material contract not in the ordinary course of business that is to be performed in
whole or in part at or after the date of this Agreement other than a services agreement
dated September 10, 2000 with CR Capital Services, Inc., a Florida corporation
(&quot;CRCS), which the parties agree shall be amended in connection with this Agreement
and shall be assumed as amended by PlanetLink and shall be enforceable in accordance with
the terms of the amended services agreement, as amended.<br>
<br>
6.15. TITLE. Except as set out by attached schedule, Fifth Avenue I has good and
marketable title to all the real property and good and valid title to all other property
included in the Fifth Avenue I Financial Statements. Except as set out in the balance
sheet thereof, the properties of Fifth Avenue I are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of the business of Fifth Avenue I.<br>
<br>
6.16. TAX RETURNS. Except as set out by attached schedule, all required tax returns or
federal, state, county, municipal, local, foreign and other taxes and assessments have
been properly prepared and filed by Fifth Avenue I for all years for which such returns
are due unless an extension for filing any such return has been filed. Any and all
federal, state, county, municipal, local, foreign and other taxes and assessments,
including any and all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal and state taxes
reflected in the Fifth Avenue I Financial Statements are adequate to cover any such taxes
that may be assessed against Fifth Avenue I in respect of its business and its operations
during the periods covered by the Fifth Avenue I Financial Statements and all prior
periods.<br>
<br>
6.17. NO VIOLATION. The Closing will not constitute or result in a breach or default under
any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of Fifth Avenue I is
subject or by which Fifth Avenue I is bound.<br>
<br>
7. REPRESENTATIONS AND WARRANTIES OF PLANETLINK. <br>
PlanetLink represents and warrants that:<br>
<br>
7.1. CORPORATE ORGANIZATION AND GOOD STANDING. PlanetLink is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Georgia and is
qualified to do business as a foreign corporation in each jurisdiction, if any, in which
its property or business requires such qualification.<br>
<br>
7.2. CAPITALIZATION. PlanetLink's authorized capital stock consists of 10,000,000 shares
of Common Stock, $.01 par value per share (&quot;PlanetLink Shares&quot;), of which
9,122,143 PlanetLink Shares have been issued and are outstanding.<br>
<br>
7.3. ISSUED STOCK. All the outstanding PlanetLink Shares are duly authorized and validly
issued, fully paid and non-assessable.<br>
<br>
7.4. STOCK RIGHTS. Except as set out by attached schedule, there are no stock grants,
options, rights, warrants or other rights to purchase or obtain PlanetLink Shares nor are
any PlanetLink Shares committed to be issued except under this Agreement.<br>
<br>
7.5. CORPORATE AUTHORITY. PlanetLink has all requisite corporate power and authority to
own, operate and lease its properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the transactions contemplated by
this Agreement and all other agreements and instruments related to this Agreement.<br>
<br>
7.6. AUTHORIZATION. Execution of this Agreement has been duly authorized and approved by
PlanetLink's board of directors.<br>
<br>
7.7. SUBSIDIARIES. PlanetLink has no wholly owned active and/or inactive subsidiaries,
except as disclosed to Fifth Avenue I and Shareholders in writing.<br>
<br>
7.8. FINANCIAL STATEMENTS. PlanetLink's financial statements dated as of December 31, 2000
and 1999, copies of which will have been delivered by PlanetLink to Fifth Avenue I prior
to the Closing Date, shall be audited by independent public accountants according the
requirements of Regulation S-X promulgated by the SEC, and shall fairly present the
financial condition of PlanetLink as of the date therein and the results of its operations
for the periods then ended in conformity with generally accepted accounting principles
consistently applied (the &quot;PlanetLink Financial Statements&quot;). PlanetLink
acknowledges and agrees that as a condition to the Closing of this Agreement on the
Closing Date, that the audited PlanetLink Financial Statements for such periods must
satisfy the requirements under the Exchange Act. The failure of PlanetLink to provide
audited PlanetLink Financial Statements that fairly present the financial condition of
PlanetLink as of the date therein and the results of its operations for the periods then
ended in conformity with generally accepted accounting principles consistently applied
within a date not more than sixty (60) days from the Closing Date, unless the parties
shall mutually agree in writing to an extension of such date, shall constitute a breach of
Section 9.5 below and shall be a basis for the termination of this Agreement as set forth
under Section 13 hereto.<br>
<br>
7.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved
against in the PlanetLink Financial Statements, PlanetLink did not have at that date any
liabilities or obligations (secured, unsecured, contingent, or otherwise) of a nature
customarily reflected in a corporate balance sheet prepared in accordance with generally
accepted accounting principles.<br>
<br>
7.10. NO MATERIAL CHANGES. Except as set out by attached schedule, there has been no
material adverse change in the business, properties, or financial condition of PlanetLink
since the date of the PlanetLink Financial Statements.<br>
<br>
7.11. LITIGATION. Except as set out by attached schedule, there is not, to the knowledge
of PlanetLink, any pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against
PlanetLink.<br>
<br>
7.12. CONTRACTS. Except as set out by attached schedule, PlanetLink is not a party to any
material contract not in the ordinary course of business that is to be performed in whole
or in part at or after the date of this Agreement, other than as provided under this
Agreement.<br>
<br>
7.13. TITLE. Except as set out by attached schedule, PlanetLink has good and marketable
title to all the real property and good and valid title to all other property included in
the PlanetLink Financial Statements. Except as set out in the balance sheet thereof, the
properties of PlanetLink are not subject to any mortgage, encumbrance, or lien of any kind
except minor encumbrances that do not materially interfere with the use of the property in
the conduct of the business of PlanetLink.<br>
<br>
7.14. TAX RETURNS. Except as set out by attached schedule, all required tax returns for
federal, state, county, municipal, local, foreign and other taxes and assessments have
been properly prepared and filed by PlanetLink for all years for which such returns are
due unless an extension for filing any such return has been filed. Any and all federal,
state, county, municipal, local, foreign and other taxes and assessments, including any
and all interest, penalties and additions imposed with respect to such amounts have been
paid or provided for. The provisions for federal and state taxes reflected in the
PlanetLink Financial Statements are adequate to cover any such taxes that may be assessed
against PlanetLink in respect of its business and its operations during the periods
covered by the PlanetLink Financial Statements and all prior periods.<br>
<br>
7.15. NO VIOLATION. The Closing will not constitute or result in a breach or default under
any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of PlanetLink is subject
or by which PlanetLink is bound.<br>
<br>
8. CONDUCT PENDING THE CLOSING<br>
Fifth Avenue I, PlanetLink and the Shareholders covenant that between the date of this
Agreement and the Closing as to each of them:<br>
<br>
8.1. No change will be made in the charter documents, by-laws, or other corporate
documents of Fifth Avenue I.<br>
<br>
8.2. Fifth Avenue I will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not enter into any
material commitment except in the ordinary course of business.<br>
<br>
8.3. No change will be made in the charter documents, by-laws, or other corporate
documents of PlanetLink.<br>
<br>
8.4. PlanetLink will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not enter into any
material commitment except in the ordinary course of business.<br>
<br>
8.5 PlanetLink shall have prepared and delivered to the Shareholders and Fifth Avenue I
the PlanetLink Financial Statements as proved in Section 7.8 above.<br>
<br>
8.6. None of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise
dispose or encumber the Fifth Avenue I shares of common stock owned by them.<br>
<br>
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS<br>
The Shareholder's obligation to consummate this exchange shall be subject to fulfillment
on or before the Closing of each of the following conditions, unless waived in writing by
the Shareholders as appropriate:<br>
<br>
9.1. PLANETLINK'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of
PlanetLink set forth herein shall be true and correct at the Closing as though made at and
as of that date, except as affected by transactions contemplated hereby.<br>
<br>
9.2. PLANETLINK'S COVENANTS. PlanetLink shall have performed all covenants required by
this Agreement to be performed by it on or before the Closing.<br>
<br>
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the Board of
Directors of PlanetLink.<br>
<br>
9.4. SUPPORTING DOCUMENTS OF PLANETLINK. PlanetLink shall have delivered to the
Shareholders supporting documents in form and substance reasonably satisfactory to the
Shareholders, to the effect that:<br>
(a) A good standing certificate from the jurisdiction of PlanetLink's state of
organization stating that PlanetLink is a corporation duly organized, validly existing,
and in good standing;<br>
(b) Secretary's certificate stating that PlanetLink is authorized capital stock is as set
forth herein;<br>
(c) Certified copies of the resolutions of the board of directors of PlanetLink
authorizing the execution of this Agreement and the consummation hereof;<br>
(d) Secretary's certificate of incumbency of the officers and directors of PlanetLink;<br>
(e) PlanetLink's Financial Statements; and<br>
(f) Any document as may be specified herein or required to satisfy the conditions,
representations and warranties enumerated elsewhere herein.<br>
<br>
10. CONDITIONS PRECEDENT TO OBLIGATION OF PLANETLINK<br>
PlanetLink's obligation to consummate this exchange shall be subject to fulfillment on or
before the Closing of each of the following conditions, unless waived in writing by
PlanetLink:<br>
<br>
10.1. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Shareholders set forth herein shall be true and correct at the Closing as though made
at and as of that date, except as affected by transactions contemplated hereby.<br>
<br>
10.2. SHAREHOLDERS' COVENANTS. The Shareholders shall have performed all covenants
required by this Agreement to be performed by them on or before the Closing.<br>
<br>
10.3. FIFTH AVENUE I'S REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Fifth Avenue I set forth herein shall be true and correct at the Closing as though made
at and as of that date, except as affected by transactions contemplated hereby.<br>
<br>
10.4. FIFTH AVENUE I'S COVENANTS. Fifth Avenue I shall have performed all covenants
required by this Agreement to be performed by them on or before the Closing.<br>
<br>
10.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the Board of
Directors of Fifth Avenue I.<br>
<br>
10.6. SUPPORTING DOCUMENTS OF FIFTH AVENUE I. Fifth Avenue I shall have delivered to
PlanetLink supporting documents in form and substance reasonably satisfactory to
PlanetLink, to the effect that:<br>
(a) A good standing certificate from the jurisdiction of Fifth Avenue I&#146;s state of
organization stating that Fifth Avenue I is a corporation duly organized, validly
existing, and in good standing;<br>
(b) Secretary's certificate stating that Fifth Avenue I is authorized capital stock is as
set forth herein;<br>
(c) Certified copies of the resolutions of the board of directors of Fifth Avenue I
authorizing the execution of this Agreement and the consummation hereof;<br>
(d) Secretary's certificate of incumbency of the officers and directors of Fifth Avenue I;<br>
(e) Fifth Avenue I's Financial Statements; and<br>
(f) Any document as may be specified herein or required to satisfy the conditions,
representations and warranties enumerated elsewhere herein.<br>
<br>
11. POST-CLOSING CONDUCT AND COVENANTS. <br>
For the period of two years following the Closing:<br>
(a) PlanetLink shall take all reasonable efforts and action necessary for PlanetLink to be
current under the reporting requirements of the Exchange Act and for PlanetLink Shares to
remain subject to quotation on the OTC:BB or other national exchanges;<br>
(b) PlanetLink will take no action to terminate its registration under Section 12 the
Exchange Act;<br>
(c) PlanetLink shall utilize the services of a recognized stock transfer agent and shall
execute and deliver all necessary and proper documentation to effect in an expeditious
manner the transfer of the PlanetLink Shares, including any Pledged PlanetLink Shares in
the event of a default on the Secured Promissory Note payable to CRCS, subject to the
requirements of the Federal securities laws; and<br>
(d) The PlanetLink Shares issued to the Shareholders under this Agreement shall be subject
to &quot;piggy-back&quot; registration rights. PlanetLink undertakes to include
Shareholders PlanetLink Shares in any registration statement filed by PlanetLink under the
Act, if such registration statement shall include any other persons PlanetLink Shares for
registration and resale, as selling shareholders. If the registration statement under the
Act is solely for the purpose of PlanetLink issuing and selling its securities to the
public (&quot;IPO&quot;), then the Shareholders agree that this piggy-back registration
right shall be deferred until selling shareholders shall be included in a registration
statement under the Act.<br>
<br>
12. SHAREHOLDER REPRESENTATIVE. <br>
The Shareholders hereby irrevocably designate and appoint Thomas J. Craft, Jr., P.A., 301
Clematis Street, Suite 3000, West Palm Beach, FL 33401, as their agent and attorney in
fact (the &quot;Shareholders' Representative&quot;) with full power and authority until
the Closing to execute, deliver, and receive on their behalf all notices, requests, and
other communications hereunder; to fix and alter on their behalf the date, time, and place
of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take
such other action on their behalf in connection with this Agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem appropriate; provided,
however, that no such waiver, amendment, or modification may be made if it would decrease
the number of PlanetLink Shares to be issued to the Shareholders hereunder or increase the
extent of their obligations to indemnify PlanetLink hereunder.<br>
<br>
13. TERMINATION. <br>
This Agreement may be terminated by: (i) mutual consent in writing; (ii) Shareholders,
PlanetLink or Fifth Avenue I if there has been a material misrepresentation or material
breach of any warranty or covenant by any other party, specifically including the
requirement that PlanetLink satisfy its obligations to deliver PlanetLink Financial
Statements as required under this Agreement or the failure of PlanetLink to fulfill its
obligations to Shareholders&#146;s affiliate, CRCS, under the Note; or (iii) by any of the
Shareholders, PlanetLink or Fifth Avenue I if the SEC does not &quot;clear comments&quot;
with regard to the Form 8-K or amendment relating to the business combination of
PlanetLink and Fifth Avenue I as required under the Services Agreement and therefor the
Closing shall not have occurred.<br>
<br>
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. <br>
The representations and warranties of the Shareholders, PlanetLink and Fifth Avenue I set
out herein shall survive the Closing.<br>
<br>
15. ARBITRATION<br>
15.1. SCOPE. The parties hereby agree that any and all claims (except only for requests
for injunctive or other equitable relief or under the terms and conditions of the
securities compliance services agreement dated as of July 11, 2001 between CRCS and
PlanetLink and the Secured Note and Pledge Agreement attached thereto) under the terms of
this Agreement will be resolved by arbitration before the American Arbitration Association
within the County of Palm Beach, State of Florida.<br>
<br>
15.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby irrevocably consent
to the jurisdiction of the American Arbitration Association and the situs of the
arbitration (and any requests for injunctive or other equitable relief) shall rest in the
15<sup>th</sup> Judicial Circuit in and for Palm Beach County, State of Florida. Any award
in arbitration may be entered in any domestic or foreign court having jurisdiction over
the enforcement of such awards.<br>
<br>
15.3. APPLICABLE LAW. The law applicable to the arbitration and this Agreement shall be
that of the State of Florida, determined without regard to its provisions which would
otherwise apply to a question of conflict of laws.<br>
<br>
15.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion, allow the parties
to make reasonable disclosure and discovery in regard to any matters which are the subject
of the arbitration and to compel compliance with such disclosure and discovery order. The
arbitrator may order the parties to comply with all or any of the disclosure and discovery
provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified
by the arbitrator consistent with the desire to simplify the conduct and minimize the
expense of the arbitration.<br>
<br>
15.5. RULES OF LAW. Regardless of any practices of arbitration to the contrary, the
arbitrator will apply the rules of contract and other law of the jurisdiction whose law
applies to the arbitration so that the decision of the arbitrator will be, as much as
possible, the same as if the dispute had been determined by a court of competent
jurisdiction.<br>
<br>
15.6. FINALITY AND FEES. Any award or decision by the American Arbitration Association
shall be final, binding and non-appealable except as to errors of law or the failure of
the arbitrator to adhere to the arbitration provisions contained in this Agreement. Each
party to the arbitration shall pay its own costs and counsel fees except as specifically
provided otherwise in this Agreement.<br>
<br>
15.7. MEASURE OF DAMAGES. In any adverse action, the parties shall restrict themselves to
claims for compensatory damages and\or securities issued or to be issued and no claims
shall be made by any party or affiliate for lost profits, punitive or multiple damages.<br>
<br>
15.8. COVENANT NOT TO SUE. The parties covenant that under no conditions will any party or
any affiliate file any action against the other (except only requests for injunctive or
other equitable relief) in any forum other than before the American Arbitration
Association, and the parties agree that any such action, if filed, shall be dismissed upon
application and shall be referred for arbitration hereunder with costs and attorney's fees
to the prevailing party.<br>
<br>
15.9. INTENTION. It is the intention of the parties and their affiliates that all disputes
of any nature between them, whenever arising, under this Agreement based on whatever law,
rule or regulation, whether statutory or common law, and however characterized, be decided
by arbitration as provided herein and that no party or affiliate be required to litigate
in any other forum any disputes or other matters except for requests for injunctive or
equitable relief, or rights of affiliates of the Shareholders under a separate securities
compliance services agreement or a secured note and pledge agreement executed in
connection with the securities compliance services agreement.<br>
<br>
15.10. SURVIVAL. The provisions for arbitration contained herein shall survive the
termination of this Agreement for any reason.<br>
<br>
16. GENERAL PROVISIONS.<br>
16.1. FURTHER ASSURANCES. From time to time, each party will execute such additional
instruments and take such actions as may be reasonably required to carry out the intent
and purposes of this Agreement.<br>
<br>
16.2. WAIVER. Any failure on the part of either party hereto to comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the party to
whom such compliance is owed.<br>
<br>
16.3. BROKERS. Each party agrees to indemnify and hold harmless the other party against
any fee, loss, or expense arising out of claims by brokers or finders employed or alleged
to have been employed by the indemnifying party.<br>
<br>
16.4. NOTICES. All notices and other communications hereunder shall be in writing and
shall be deemed to have been given if delivered in person or sent by prepaid first-class
certified mail, return receipt requested, or recognized commercial courier service, as
follows:<br>
<br>
If to Fifth Avenue I, to:<br>
Fifth Avenue I Acquisition Corporation<br>
301 Clematis Street, Suite 3000<br>
West Palm Beach, FL 33401<br>
<br>
If to PlanetLink, to:<br>
PlanetLink Communications, Inc.<br>
165 West Wieuca Road, Suite 205<br>
Atlanta, Georgia 30342<br>
<br>
If to the Shareholders, to:<br>
Thomas J. Craft, Jr.<br>
301 Clematis Street, Suite 3000<br>
West Palm Beach, FL 33401<br>
and<br>
Richard Rubin and Ivo Heiden<br>
730 Fifth Avenue, Suite 911<br>
New York, NY 10019<br>
<br>
16.5. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.<br>
<br>
16.6. ASSIGNMENT. This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their successors and assigns; provided, however, that any assignment by
either party of its rights under this Agreement without the written consent of the other
party shall be void.<br>
<br>
16.7. COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Signatures sent by facsimile transmission shall be
deemed to be evidence of the original execution thereof.<br>
<br>
16.8. REVIEW OF AGREEMENT. Each party acknowledges that it has had time to review this
Agreement and, as desired, consult with counsel. In the interpretation of this Agreement,
no adverse presumption shall be made against any party on the basis that it has prepared,
or participated in the preparation of, this Agreement.<br>
<br>
16.9. SCHEDULES. All schedules attached hereto, if any, shall be acknowledged by each
party by signature or initials thereon and shall be dated.<br>
<br>
16.10. EFFECTIVE DATE. The effective date of this Agreement shall be ________, 2001.<br>
<br>
SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER AMONG FIFTH AVENUE I, PLANETLINK AND THE
SHAREHOLDERS OF FIFTH AVENUE I IN WITNESS WHEREOF, the parties have executed this
Agreement.<br>
<br>
FIFTH AVENUE I ACQUISITION CORP.<br>
<br>
By: <u>/s/ Thomas J. Craft Jr.</u><br>
Thomas J. Craft, Jr., President<br>
<br>
PLANETLINK COMMUNICATIONS, INC.<br>
<br>
By: <u>/s/ Kayode A. Aladesuyi<br>
</u>Kayode A. Aladesuyi, President/CEO<br>
<br>
SHAREHOLDERS OF FIFTH AVENUE I ACQUISITION CORP.<br>
</p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="638">
  <tr>
    <td WIDTH="207" VALIGN="TOP"><p ALIGN="JUSTIFY">By: <u>/s/ Thomas J. Craft, Jr.</u></td>
    <td WIDTH="212" VALIGN="TOP"><p ALIGN="JUSTIFY">By: <u>/s/ Richard Rubin</u></td>
    <td WIDTH="219" VALIGN="TOP"><p ALIGN="JUSTIFY">By: <u>/s/ Ivo Heiden</u></td>
  </tr>
  <tr>
    <td WIDTH="207" VALIGN="TOP"><p ALIGN="JUSTIFY">Thomas J. Craft, Jr.</td>
    <td WIDTH="212" VALIGN="TOP"><p ALIGN="JUSTIFY">Richard Rubin</td>
    <td WIDTH="219" VALIGN="TOP"><p ALIGN="JUSTIFY">Ivo Heiden</td>
  </tr>
</table>

<p ALIGN="CENTER">Exhibit A</p>

<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="844">
  <tr>
    <td WIDTH="232" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">Number of Fifth Avenue I
    Shares to be Surrendered&nbsp; </font></td>
    <td WIDTH="5" VALIGN="top"><font size="2">&nbsp; </font></td>
    <td WIDTH="281" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">Number of Planet Link
    Shares to be Issued&nbsp; </font></td>
    <td WIDTH="5" VALIGN="top"><font size="2">&nbsp; </font></td>
    <td WIDTH="208" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">Name of Shareholder&nbsp; </font></td>
    <td WIDTH="5" VALIGN="top"><font size="2">&nbsp; </font></td>
    <td WIDTH="602" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">Address of Shareholder </font></td>
  </tr>
  <tr>
    <td WIDTH="232" VALIGN="TOP"><font size="2"><p ALIGN="left">400,000 Shares</font></td>
    <td WIDTH="5" VALIGN="top"><font size="2">&nbsp; </font></td>
    <td WIDTH="281" VALIGN="TOP"><font size="2"><p ALIGN="left">182,443 Shares</font></td>
    <td WIDTH="5" VALIGN="top"></td>
    <td WIDTH="208" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">Thomas J. Craft, Jr.</font></td>
    <td WIDTH="5" VALIGN="top"></td>
    <td WIDTH="602" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">301 Clematis Street, Ste
    3000, West Palm Beach, FL 33401</font></td>
  </tr>
  <tr>
    <td WIDTH="232" VALIGN="TOP"><font size="2"><p ALIGN="left">400,000 Shares</font></td>
    <td WIDTH="5" VALIGN="top"></td>
    <td WIDTH="281" VALIGN="TOP"><font size="2"><p ALIGN="left">182,443 Shares</font></td>
    <td WIDTH="5" VALIGN="top"></td>
    <td WIDTH="208" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">Richard Rubin</font></td>
    <td WIDTH="5" VALIGN="top"></td>
    <td WIDTH="602" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">730 Fifth Avenue, Suite
    911, New York, NY 10019</font></td>
  </tr>
  <tr>
    <td WIDTH="232" VALIGN="TOP"><font size="2"><p ALIGN="left">200,000 Shares</font></td>
    <td WIDTH="5" VALIGN="top"></td>
    <td WIDTH="281" VALIGN="TOP"><font size="2"><p ALIGN="left">91,221 Shares</font></td>
    <td WIDTH="5" VALIGN="top"></td>
    <td WIDTH="208" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">Ivo Heiden</font></td>
    <td WIDTH="5" VALIGN="top"></td>
    <td WIDTH="602" VALIGN="TOP"><font size="2"><p ALIGN="JUSTIFY">730 Fifth Avenue, Suite
    911, New York, NY 10019</font></td>
  </tr>
</table>

<p>&nbsp;</p>

<table border="0" cellspacing="0" width="100%" height="187">
  <tr>
    <td width="46%" height="17"><font size="2">Fifth Avenue Acquisition I Corp.</font></td>
    <td width="54%" height="17"><font size="2">PlanetLink Communications, Inc.</font></td>
  </tr>
  <tr>
    <td width="46%" height="21"><font size="2">By:<u>/s/ Thomas J. Craft, Jr., President</u></font></td>
    <td width="54%" height="21"><font size="2">By:<u>/s/ Kayode A. Aladesuyi</u></font></td>
  </tr>
  <tr>
    <td width="46%" height="17"><font size="2">&nbsp; </font></td>
    <td width="54%" height="17"><font size="2">President, CEO</font></td>
  </tr>
  <tr>
    <td width="46%" height="21"><font size="2">STOCKHOLDER</font></td>
    <td width="54%" height="21"><font size="2">&nbsp;&nbsp; </font></td>
  </tr>
  <tr>
    <td width="46%" height="21"><font size="2">By:<u>/s/ Thomas J. Craft Jr.</u></font></td>
    <td width="54%" height="21"></td>
  </tr>
  <tr>
    <td width="46%" height="21"><font size="2">&nbsp;&nbsp; </font></td>
    <td width="54%" height="21"></td>
  </tr>
  <tr>
    <td width="46%" height="21"><font size="2">STOCKHOLDER</font></td>
    <td width="54%" height="21"></td>
  </tr>
  <tr>
    <td width="46%" height="21"><font size="2">By:<u>/s/ Richard Rubin</u></font></td>
    <td width="54%" height="21"></td>
  </tr>
  <tr>
    <td width="46%" height="4"><font size="2">&nbsp;&nbsp; </font></td>
    <td width="54%" height="4"></td>
  </tr>
  <tr>
    <td width="46%" height="21"><font size="2">STOCKHOLDER</font></td>
    <td width="54%" height="21"></td>
  </tr>
  <tr>
    <td width="46%" height="21"><font size="2">By:<u>/s/ Ivo Heiden</u></font></td>
    <td width="54%" height="21"></td>
  </tr>
  <tr>
    <td width="46%" height="1"><font size="2">&nbsp;&nbsp; </font></td>
    <td width="54%" height="1"></td>
  </tr>
</table>
</body>
</html>
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file:///c:/FrontPage Web/Fifth Avenue Acquisition I Corp/Fifth-I-8-K-08-06-01.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
    August 3, 2001
(Date of
    Earliest Event Reported)
FIFTH
    AVENUE ACQUISITION I CORP.
(Exact Name of
    Registrant as Specified in its Charter)
Florida
0-31763
65-1032012
(State or other jurisdiction of
    incorporation)
(Commission File Number)
(IRS Employer Identification
    No.)
301 Clematis Street, Suite 3000
West Palm Beach, FL
33401
(Address of principal executive
    offices)
(Zip Code)
Registrant's telephone number, including area code: (561) 651-7336
Table of Contents
Page
Item 1. Changes in Control of Registrant
2
Item 2. Acquisition or Disposition of Assets
3
Item 3. Bankruptcy or Receivership
3
Item 4. Changes in Registrant's
    Certifying Accountants
3
Item 5. Other Events and Regulation FD
    Disclosure
3
Item 6. Resignations of Registrant's Directors
3
Item 7. Financial Statements and Exhibits
4
Item 8. Changes in Fiscal Year
8
Item 9. Regulation FD Disclosure
8
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) Pursuant to an Agreement and Plan of Merger dated as
of July 11, 2001, and effective as of August 3, 2001 (the "Agreement"), Fifth
Avenue Acquisition I Corp., a Florida corporation (the "Registrant" ) and
PlanetLink Communications, Inc., a Georgia corporation  ("PlanetLink") have
agreed that the Registrant will merge into PlanetLink. The Agreement is attached as
Exhibit 2.1. Upon the consummation of the merger (the "Closing"), PlanetLink
will become the successor reporting company under the Exchange Act. The Agreement was
adopted by the unanimous consent of the Board of Directors of the Registrant and
PlanetLink. Prior to and as a condition to the Closing, PlanetLink is required to deliver
PlanetLink's  audited financial statements for the years ended December 31, 1999 and
2000, which will be included in an amendment to this Form 8-K.
The Agreement provides that PlanetLink issue a total of
456,107 shares of common stock to the present shareholders of the Registrant in exchange
for the 1 million issued and outstanding shares of the Registrant held by Registrant's
shareholders or an exchange ration of .456 shares of PlanetLink shares for every
Registrant share.  Following the Closing of the Agreement, PlanetLink, as the
successor reporting company, shall have a total of 9,122,143 shares issued and
outstanding. It is contemplated that following the Closing the present officers and
directors of the Registrant will resign.
At the time of the Agreement and since its inception in
August 2000, the Registrant has had no operations and revenues. Reference is made to the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2000 filed
with the SEC on February 2, 2001. The Registrant also filed its Quarterly Reports on Form
10-QSB for the periods ended March 31, 2001 and June 30, 2001 and is current under the
reporting requirements of the Exchange Act.
(b) The following table contains information regarding
the shareholder ownership of PlanetLink, its directors and executive officers and those
persons or entities who beneficially own more than 5% of PlanetLink's shares:
Name
Amount of Stock Beneficially owned (1)
Percent of
    Common Stock Beneficially Owned
Kayode A. Aladesuyi, President CEO and Chairman
165 West Wieuca Road, Suite 205
Atlanta, GA 30342
5,472,286
60.00%
Ernest Smith, Jr., Secretary, Director
105 Rockport Drive
McDonough, GA 30253
2,500(2)
0.027%
Laron Butts, Director
110 Stillwood Court
Fayetteville, GA 30215
0
0%
Leontyne Dunn, Director
3014 Heathgate Court
Lawrenceville, GA 30044
50,000
0.55%
Stan Gay, Director
4920 Northway Drive
Atlanta, GA 30342
0
0%
Robert Walker, Director
782 Vinnings Estates Drive
Mableton, GA 30126
50,000(3)
0.55%
Dr. Melvin Williams, Director
95 Collier Road, Suite 4025
Atlanta, GA 30309
100,000
1.1%
Iyabo Johson, Director
2799 Lawrenceville Highway, Ste 100
Decatur, GA 30033
15,000
0.16%
Valerie Y. Aladesuyi
165 West Wieuca Road, Suite 205
Atlanta, GA 30342
500,000
5.48%
Harold Jackson
165 West Wieuca Road, Suite 205
Atlanta, GA 30342
500,000
5.48%
All directors and executive officers as a group (8 persons)
5,689,786
62.4%
(1) Based upon
    9,122,143 outstanding shares of common stock, following the Closing and the issuance of
    shares to Registrant's shareholders.
(2) JTWROS by
    Ernest and Tonja Smith
(3) JTWROS by Robert
    and Venice
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. Any statements contained herein that are not statements of historical fact may
be deemed to be forward-looking statements. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the Company's actual results to differ
materially from those indicated by such forward-looking statements. These factors include,
without limitation, those set forth below under the caption "Risk Factors" and
"Certain Factors That May Affect Future Results."
The information provided in this current report on Form
8-K below refers to the business and operations of PlanetLink and not to Fifth Avenue
Acquisition I Corp., which is a non-operating company, unless otherwise stated or required
by context.
(a) The consideration represented by the 456,107
PlanetLink shares to be issued in exchange for the acquisition of 1,000,000 Fifth Avenue I
shares, representing all of the issued and outstanding common stock of Fifth Avenue I
pursuant to the Agreement was negotiated between the Registrant and PlanetLink. Since its
inception and to date,  Thomas J. Craft, Jr., Richard Rubin and Ivo Heiden have been
the only officers, directors and shareholder of Fifth Avenue I, owning 100% of the 1
million issued and outstanding Fifth Avenue I shares and they have no interest direct or
indirect in PlanetLink other than their right to receive the PlanetLink shares upon the
Closing. As a result, the negotiations between Registrant and PlanetLink are considered to
be "arm's-length". The officers and directors of Fifth Avenue I  
evaluated the merits and risks associated with PlanetLink and used management discretion
and what they believe is reasonable judgement.
(b) The business operations of PlanetLink include the
resale of residential telephone service in Georgia, the distribution under a license of
DirecTV, which is a major provider of satellite television programming, and provides
Internet access. These operations are expected to continue and expand after PlanetLink
becomes a successor reporting company. We will file an amended Form 8-K with the SEC
within 60 days following this Current Report containing a full description of PlanetLinks
business according to Regulation S-B and audited financial statements of PlanetLink as
required by Regulation S-X.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) No financial statements are filed herewith. The
Registrant shall file the financial statements of PlanetLink by amendment not later than
60 days from the date of filing of this Current Report on Form 8-K.
(b) Exhibits
2.1 Agreement and Plan of Merger
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Fifth Avenue Acquisition I Corp.
By /s/ Thomas J. Craft, Jr.
President
Date: August 6, 2001
Exhibit 2.1
Agreement and Plan of Merger
AGREEMENT AND PLAN OF MERGER dated as of this 11th day
of July, 2001, and effective as of August 3, 2001 (the "Agreement") among FIFTH
AVENUE ACQUISITION I CORP., a Florida corporation ("Fifth Avenue I"), PLANETLINK
COMMUNICATIONS, INC., a Georgia corporation ("PlanetLink") and the individual
shareholders of Fifth Avenue I listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the issued and outstanding
stock of Fifth Avenue I.
Whereas, PlanetLink wishes to acquire and the Shareholders wish to transfer all of the
issued and outstanding securities of Fifth Avenue I, in a transaction intended to qualify
as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended.
Now, therefore, Fifth Avenue I, PlanetLink and the Shareholders adopt this agreement and
plan of merger and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Shareholders agree to transfer to PlanetLink at the Closing
(defined below) the number of shares of common stock of Fifth Avenue I, $.001 par value
per share (the "Fifth Avenue Shares"), shown opposite their names in Exhibit A,
in an exchange for an aggregate of 456,107 shares of voting common stock of PlanetLink,
$.01 par value per share ("PlanetLink Shares"), which shall equal five (5%)
percent of the total number of PlanetLink Shares to be issued and outstanding following
this Agreement, as provided in Section 2 below.
1.2. EXCHANGE OF CERTIFICATES. Each Shareholder of an
outstanding certificate or certificates theretofore representing Fifth Avenue I Shares
shall surrender such certificate(s) for cancellation to PlanetLink, and shall receive in
exchange a certificate or certificates representing the number of PlanetLink Shares into
which the Fifth Avenue I Shares represented by the certificate or certificates so
surrendered shall have been converted, as provided in Section 1.1 above and Section 2
below. The transfer of Fifth Avenue I Shares by the Shareholders shall be effected by the
delivery to PlanetLink at the Closing of certificates representing the transferred Shares
endorsed in blank or accompanied by stock powers executed in blank.
1.3. FRACTIONAL SHARES. Fractional PlanetLink Shares shall not be issued, but in lieu
thereof PlanetLink shall round up fractional PlanetLink Shares to the next highest whole
number.
1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter, the Shareholders
shall execute such additional instruments and take such other action as PlanetLink may
request in order more effectively to sell, transfer, and assign the transferred stock to
PlanetLink and to confirm PlanetLink's title thereto. It is understood and agreed that the
Shareholders shall not resign as officers and directors of Fifth Avenue I and the
corporate existence of Fifth Avenue I shall not cease until the satisfaction of the
obligations of PlanetLink under a separate secured promissory note dated July 11, 2001
(the "Note") payable to CR Capital Services, Inc. ("CRCS").
2. RATIO OF EXCHANGE.
The securities of Fifth Avenue I owned by the Shareholders, and the relative securities of
PlanetLink for which they will be exchanged, are set out opposite their names in Exhibit
A. The parties hereto acknowledge and understand that at the date of this Agreement, there
are 9,122,143 PlanetLink Shares issued and outstanding and that the number of PlanetLink
Shares issuable to the Shareholders under Section 1.1 of this Agreement shall equal to
five (5%) percent of the PlanetLink Shares issued and outstanding upon the execution and
delivery of this Agreement and the completion of the Merger.
3. CLOSING.
3.1. TIME AND PLACE. The Closing contemplated herein shall be held as soon as possible at
the offices of CR Capital Services, Inc. at 301 Clematis Street, Suite 3000, West Palm
Beach, FL 33401 unless another place or time is agreed upon in writing by the parties
without requiring the meeting of the parties hereof. 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. The date of
Closing may be accelerated or extended by the written agreement of the parties.
3.2. FORM OF DOCUMENTS. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by this Agreement or any signature
required thereon may be used in lieu of an original writing or transmission or signature
for any and all purposes for which the original could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission or original signature.
4. UNEXCHANGED CERTIFICATES.
Until surrendered, each outstanding certificate that prior to the Closing represented
Fifth Avenue I Shares shall be deemed for all purposes, other than the payment of
dividends or other distributions, to evidence ownership of the number of PlanetLink Shares
into which it was converted. No dividend or other distribution shall be paid to the
Shareholders of Fifth Avenue I Shares until presented for exchange at which time any
outstanding dividends or other distributions shall be paid.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and warrant as follows:
5.1. TITLE TO SHARES. The Shareholders, and each of them, are the owners, free and clear
of any liens and encumbrances, of the number of Fifth Avenue I Shares which are listed in
the attached schedule A and which they have contracted to exchange.
5.2. LITIGATION. There is no litigation or proceeding pending, or to any Shareholder's
knowledge threatened, against or relating to the Fifth Avenue I Shares held by the
Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF FIFTH AVENUE I.
Fifth Avenue I represents and warrants that:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Fifth Avenue I is a corporation duly
organized, validly existing, and in good standing under the laws of the State of Florida
and is qualified to do business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
6.2. REPORTING COMPANY STATUS. Fifth Avenue I has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form 10-SB which became effective
on December 11, 2000 pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and is a reporting company pursuant to Section12(g) thereunder.
6.3. REPORTING COMPANY FILINGS. Fifth Avenue I has timely filed and is current on all
reports required to be filed by it pursuant to Section 13 of 15(d) of the Exchange Act.
6.4. CAPITALIZATION. The authorized capital stock of Fifth Avenue I consists of 20,000,000
shares of Common Stock, $.001 par value per share ("Fifth Avenue I Shares"), of
which 1,000,000 Fifth Avenue I Shares are issued and outstanding and are owned of record
and beneficially by the Shareholders listed on Exhibit A hereto.
6.5. ISSUED STOCK. All the outstanding Fifth Avenue Shares are duly authorized and validly
issued, fully paid and non-assessable.
6.6. STOCK RIGHTS. Except as set out by schedule attached hereto, there are no stock
grants, options, rights, warrants or other rights to purchase or obtain Fifth Avenue I
Shares or any preferred stock issued or committed to be issued. Fifth Avenue I has adopted
a Stock Option Agreement for up to 1,000,000 Fifth Avenue I Shares, which was filed with
the SEC under the Exchange Act as an exhibit to the Form 10-KSB annual report for the year
ended December 31, 2000. The parties agree that no options have been granted under this
Stock Option Plan nor will any be granted without the prior agreement of the parties
hereto.
6.7. CORPORATE AUTHORITY. Fifth Avenue I has all requisite corporate power and authority
to own, operate and lease its properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the transactions contemplated by
this Agreement and all other agreements and instruments related to this Agreement.
6.8. AUTHORIZATION. Execution of this Agreement has been duly authorized and approved by
Fifth Avenue I 's board of directors.
6.9. SUBSIDIARIES. Except as set out by the schedule attached hereto, Fifth Avenue I has
no subsidiaries.
6.10. FINANCIAL STATEMENTS. The financial statements of Fifth Avenue I dated as of
December 31, 2000, which are part of the Form 10-KSB annual report of Fifth Avenue I for
its year ended December 31, 2000, copies of which have been delivered by Fifth Avenue I to
PlanetLink prior to the Closing Date (the "Fifth Avenue I Financial
Statements"), fairly present the financial condition of Fifth Avenue I as of the date
therein and the results of its operations for the period then ended in conformity with
generally accepted accounting principles consistently applied.
6.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved
against in the Fifth Avenue I Financial Statements, Fifth Avenue I did not have at that
date any liabilities or obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared in accordance with
generally accepted accounting principles.
6.12. NO MATERIAL CHANGES. Except as set out by attached schedule, there has been no
material adverse change in the business, properties, or financial condition of Fifth
Avenue I since the date of the Fifth Avenue I Financial Statements.
6.13. LITIGATION. Except as set out by attached schedule, there is not, to the knowledge
of Fifth Avenue I, any pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against Fifth
Avenue I..
6.14. CONTRACTS. Except as set out by attached schedule, Fifth Avenue I is not a party to
any material contract not in the ordinary course of business that is to be performed in
whole or in part at or after the date of this Agreement other than a services agreement
dated September 10, 2000 with CR Capital Services, Inc., a Florida corporation
("CRCS), which the parties agree shall be amended in connection with this Agreement
and shall be assumed as amended by PlanetLink and shall be enforceable in accordance with
the terms of the amended services agreement, as amended.
6.15. TITLE. Except as set out by attached schedule, Fifth Avenue I has good and
marketable title to all the real property and good and valid title to all other property
included in the Fifth Avenue I Financial Statements. Except as set out in the balance
sheet thereof, the properties of Fifth Avenue I are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of the business of Fifth Avenue I.
6.16. TAX RETURNS. Except as set out by attached schedule, all required tax returns or
federal, state, county, municipal, local, foreign and other taxes and assessments have
been properly prepared and filed by Fifth Avenue I for all years for which such returns
are due unless an extension for filing any such return has been filed. Any and all
federal, state, county, municipal, local, foreign and other taxes and assessments,
including any and all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal and state taxes
reflected in the Fifth Avenue I Financial Statements are adequate to cover any such taxes
that may be assessed against Fifth Avenue I in respect of its business and its operations
during the periods covered by the Fifth Avenue I Financial Statements and all prior
periods.
6.17. NO VIOLATION. The Closing will not constitute or result in a breach or default under
any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of Fifth Avenue I is
subject or by which Fifth Avenue I is bound.
7. REPRESENTATIONS AND WARRANTIES OF PLANETLINK.
PlanetLink represents and warrants that:
7.1. CORPORATE ORGANIZATION AND GOOD STANDING. PlanetLink is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Georgia and is
qualified to do business as a foreign corporation in each jurisdiction, if any, in which
its property or business requires such qualification.
7.2. CAPITALIZATION. PlanetLink's authorized capital stock consists of 10,000,000 shares
of Common Stock, $.01 par value per share ("PlanetLink Shares"), of which
9,122,143 PlanetLink Shares have been issued and are outstanding.
7.3. ISSUED STOCK. All the outstanding PlanetLink Shares are duly authorized and validly
issued, fully paid and non-assessable.
7.4. STOCK RIGHTS. Except as set out by attached schedule, there are no stock grants,
options, rights, warrants or other rights to purchase or obtain PlanetLink Shares nor are
any PlanetLink Shares committed to be issued except under this Agreement.
7.5. CORPORATE AUTHORITY. PlanetLink has all requisite corporate power and authority to
own, operate and lease its properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the transactions contemplated by
this Agreement and all other agreements and instruments related to this Agreement.
7.6. AUTHORIZATION. Execution of this Agreement has been duly authorized and approved by
PlanetLink's board of directors.
7.7. SUBSIDIARIES. PlanetLink has no wholly owned active and/or inactive subsidiaries,
except as disclosed to Fifth Avenue I and Shareholders in writing.
7.8. FINANCIAL STATEMENTS. PlanetLink's financial statements dated as of December 31, 2000
and 1999, copies of which will have been delivered by PlanetLink to Fifth Avenue I prior
to the Closing Date, shall be audited by independent public accountants according the
requirements of Regulation S-X promulgated by the SEC, and shall fairly present the
financial condition of PlanetLink as of the date therein and the results of its operations
for the periods then ended in conformity with generally accepted accounting principles
consistently applied (the "PlanetLink Financial Statements"). PlanetLink
acknowledges and agrees that as a condition to the Closing of this Agreement on the
Closing Date, that the audited PlanetLink Financial Statements for such periods must
satisfy the requirements under the Exchange Act. The failure of PlanetLink to provide
audited PlanetLink Financial Statements that fairly present the financial condition of
PlanetLink as of the date therein and the results of its operations for the periods then
ended in conformity with generally accepted accounting principles consistently applied
within a date not more than sixty (60) days from the Closing Date, unless the parties
shall mutually agree in writing to an extension of such date, shall constitute a breach of
Section 9.5 below and shall be a basis for the termination of this Agreement as set forth
under Section 13 hereto.
7.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or reserved
against in the PlanetLink Financial Statements, PlanetLink did not have at that date any
liabilities or obligations (secured, unsecured, contingent, or otherwise) of a nature
customarily reflected in a corporate balance sheet prepared in accordance with generally
accepted accounting principles.
7.10. NO MATERIAL CHANGES. Except as set out by attached schedule, there has been no
material adverse change in the business, properties, or financial condition of PlanetLink
since the date of the PlanetLink Financial Statements.
7.11. LITIGATION. Except as set out by attached schedule, there is not, to the knowledge
of PlanetLink, any pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against
PlanetLink.
7.12. CONTRACTS. Except as set out by attached schedule, PlanetLink is not a party to any
material contract not in the ordinary course of business that is to be performed in whole
or in part at or after the date of this Agreement, other than as provided under this
Agreement.
7.13. TITLE. Except as set out by attached schedule, PlanetLink has good and marketable
title to all the real property and good and valid title to all other property included in
the PlanetLink Financial Statements. Except as set out in the balance sheet thereof, the
properties of PlanetLink are not subject to any mortgage, encumbrance, or lien of any kind
except minor encumbrances that do not materially interfere with the use of the property in
the conduct of the business of PlanetLink.
7.14. TAX RETURNS. Except as set out by attached schedule, all required tax returns for
federal, state, county, municipal, local, foreign and other taxes and assessments have
been properly prepared and filed by PlanetLink for all years for which such returns are
due unless an extension for filing any such return has been filed. Any and all federal,
state, county, municipal, local, foreign and other taxes and assessments, including any
and all interest, penalties and additions imposed with respect to such amounts have been
paid or provided for. The provisions for federal and state taxes reflected in the
PlanetLink Financial Statements are adequate to cover any such taxes that may be assessed
against PlanetLink in respect of its business and its operations during the periods
covered by the PlanetLink Financial Statements and all prior periods.
7.15. NO VIOLATION. The Closing will not constitute or result in a breach or default under
any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of PlanetLink is subject
or by which PlanetLink is bound.
8. CONDUCT PENDING THE CLOSING
Fifth Avenue I, PlanetLink and the Shareholders covenant that between the date of this
Agreement and the Closing as to each of them:
8.1. No change will be made in the charter documents, by-laws, or other corporate
documents of Fifth Avenue I.
8.2. Fifth Avenue I will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not enter into any
material commitment except in the ordinary course of business.
8.3. No change will be made in the charter documents, by-laws, or other corporate
documents of PlanetLink.
8.4. PlanetLink will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not enter into any
material commitment except in the ordinary course of business.
8.5 PlanetLink shall have prepared and delivered to the Shareholders and Fifth Avenue I
the PlanetLink Financial Statements as proved in Section 7.8 above.
8.6. None of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise
dispose or encumber the Fifth Avenue I shares of common stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The Shareholder's obligation to consummate this exchange shall be subject to fulfillment
on or before the Closing of each of the following conditions, unless waived in writing by
the Shareholders as appropriate:
9.1. PLANETLINK'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of
PlanetLink set forth herein shall be true and correct at the Closing as though made at and
as of that date, except as affected by transactions contemplated hereby.
9.2. PLANETLINK'S COVENANTS. PlanetLink shall have performed all covenants required by
this Agreement to be performed by it on or before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the Board of
Directors of PlanetLink.
9.4. SUPPORTING DOCUMENTS OF PLANETLINK. PlanetLink shall have delivered to the
Shareholders supporting documents in form and substance reasonably satisfactory to the
Shareholders, to the effect that:
(a) A good standing certificate from the jurisdiction of PlanetLink's state of
organization stating that PlanetLink is a corporation duly organized, validly existing,
and in good standing;
(b) Secretary's certificate stating that PlanetLink is authorized capital stock is as set
forth herein;
(c) Certified copies of the resolutions of the board of directors of PlanetLink
authorizing the execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors of PlanetLink;
(e) PlanetLink's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the conditions,
representations and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF PLANETLINK
PlanetLink's obligation to consummate this exchange shall be subject to fulfillment on or
before the Closing of each of the following conditions, unless waived in writing by
PlanetLink:
10.1. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Shareholders set forth herein shall be true and correct at the Closing as though made
at and as of that date, except as affected by transactions contemplated hereby.
10.2. SHAREHOLDERS' COVENANTS. The Shareholders shall have performed all covenants
required by this Agreement to be performed by them on or before the Closing.
10.3. FIFTH AVENUE I'S REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Fifth Avenue I set forth herein shall be true and correct at the Closing as though made
at and as of that date, except as affected by transactions contemplated hereby.
10.4. FIFTH AVENUE I'S COVENANTS. Fifth Avenue I shall have performed all covenants
required by this Agreement to be performed by them on or before the Closing.
10.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been approved by the Board of
Directors of Fifth Avenue I.
10.6. SUPPORTING DOCUMENTS OF FIFTH AVENUE I. Fifth Avenue I shall have delivered to
PlanetLink supporting documents in form and substance reasonably satisfactory to
PlanetLink, to the effect that:
(a) A good standing certificate from the jurisdiction of Fifth Avenue I's state of
organization stating that Fifth Avenue I is a corporation duly organized, validly
existing, and in good standing;
(b) Secretary's certificate stating that Fifth Avenue I is authorized capital stock is as
set forth herein;
(c) Certified copies of the resolutions of the board of directors of Fifth Avenue I
authorizing the execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors of Fifth Avenue I;
(e) Fifth Avenue I's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the conditions,
representations and warranties enumerated elsewhere herein.
11. POST-CLOSING CONDUCT AND COVENANTS.
For the period of two years following the Closing:
(a) PlanetLink shall take all reasonable efforts and action necessary for PlanetLink to be
current under the reporting requirements of the Exchange Act and for PlanetLink Shares to
remain subject to quotation on the OTC:BB or other national exchanges;
(b) PlanetLink will take no action to terminate its registration under Section 12 the
Exchange Act;
(c) PlanetLink shall utilize the services of a recognized stock transfer agent and shall
execute and deliver all necessary and proper documentation to effect in an expeditious
manner the transfer of the PlanetLink Shares, including any Pledged PlanetLink Shares in
the event of a default on the Secured Promissory Note payable to CRCS, subject to the
requirements of the Federal securities laws; and
(d) The PlanetLink Shares issued to the Shareholders under this Agreement shall be subject
to "piggy-back" registration rights. PlanetLink undertakes to include
Shareholders PlanetLink Shares in any registration statement filed by PlanetLink under the
Act, if such registration statement shall include any other persons PlanetLink Shares for
registration and resale, as selling shareholders. If the registration statement under the
Act is solely for the purpose of PlanetLink issuing and selling its securities to the
public ("IPO"), then the Shareholders agree that this piggy-back registration
right shall be deferred until selling shareholders shall be included in a registration
statement under the Act.
12. SHAREHOLDER REPRESENTATIVE.
The Shareholders hereby irrevocably designate and appoint Thomas J. Craft, Jr., P.A., 301
Clematis Street, Suite 3000, West Palm Beach, FL 33401, as their agent and attorney in
fact (the "Shareholders' Representative") with full power and authority until
the Closing to execute, deliver, and receive on their behalf all notices, requests, and
other communications hereunder; to fix and alter on their behalf the date, time, and place
of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take
such other action on their behalf in connection with this Agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem appropriate; provided,
however, that no such waiver, amendment, or modification may be made if it would decrease
the number of PlanetLink Shares to be issued to the Shareholders hereunder or increase the
extent of their obligations to indemnify PlanetLink hereunder.
13. TERMINATION.
This Agreement may be terminated by: (i) mutual consent in writing; (ii) Shareholders,
PlanetLink or Fifth Avenue I if there has been a material misrepresentation or material
breach of any warranty or covenant by any other party, specifically including the
requirement that PlanetLink satisfy its obligations to deliver PlanetLink Financial
Statements as required under this Agreement or the failure of PlanetLink to fulfill its
obligations to Shareholders's affiliate, CRCS, under the Note; or (iii) by any of the
Shareholders, PlanetLink or Fifth Avenue I if the SEC does not "clear comments"
with regard to the Form 8-K or amendment relating to the business combination of
PlanetLink and Fifth Avenue I as required under the Services Agreement and therefor the
Closing shall not have occurred.
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Shareholders, PlanetLink and Fifth Avenue I set
out herein shall survive the Closing.
15. ARBITRATION
15.1. SCOPE. The parties hereby agree that any and all claims (except only for requests
for injunctive or other equitable relief or under the terms and conditions of the
securities compliance services agreement dated as of July 11, 2001 between CRCS and
PlanetLink and the Secured Note and Pledge Agreement attached thereto) under the terms of
this Agreement will be resolved by arbitration before the American Arbitration Association
within the County of Palm Beach, State of Florida.
15.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The parties hereby irrevocably consent
to the jurisdiction of the American Arbitration Association and the situs of the
arbitration (and any requests for injunctive or other equitable relief) shall rest in the
15
th
Judicial Circuit in and for Palm Beach County, State of Florida. Any award
in arbitration may be entered in any domestic or foreign court having jurisdiction over
the enforcement of such awards.
15.3. APPLICABLE LAW. The law applicable to the arbitration and this Agreement shall be
that of the State of Florida, determined without regard to its provisions which would
otherwise apply to a question of conflict of laws.
15.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion, allow the parties
to make reasonable disclosure and discovery in regard to any matters which are the subject
of the arbitration and to compel compliance with such disclosure and discovery order. The
arbitrator may order the parties to comply with all or any of the disclosure and discovery
provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified
by the arbitrator consistent with the desire to simplify the conduct and minimize the
expense of the arbitration.
15.5. RULES OF LAW. Regardless of any practices of arbitration to the contrary, the
arbitrator will apply the rules of contract and other law of the jurisdiction whose law
applies to the arbitration so that the decision of the arbitrator will be, as much as
possible, the same as if the dispute had been determined by a court of competent
jurisdiction.
15.6. FINALITY AND FEES. Any award or decision by the American Arbitration Association
shall be final, binding and non-appealable except as to errors of law or the failure of
the arbitrator to adhere to the arbitration provisions contained in this Agreement. Each
party to the arbitration shall pay its own costs and counsel fees except as specifically
provided otherwise in this Agreement.
15.7. MEASURE OF DAMAGES. In any adverse action, the parties shall restrict themselves to
claims for compensatory damages and\or securities issued or to be issued and no claims
shall be made by any party or affiliate for lost profits, punitive or multiple damages.
15.8. COVENANT NOT TO SUE. The parties covenant that under no conditions will any party or
any affiliate file any action against the other (except only requests for injunctive or
other equitable relief) in any forum other than before the American Arbitration
Association, and the parties agree that any such action, if filed, shall be dismissed upon
application and shall be referred for arbitration hereunder with costs and attorney's fees
to the prevailing party.
15.9. INTENTION. It is the intention of the parties and their affiliates that all disputes
of any nature between them, whenever arising, under this Agreement based on whatever law,
rule or regulation, whether statutory or common law, and however characterized, be decided
by arbitration as provided herein and that no party or affiliate be required to litigate
in any other forum any disputes or other matters except for requests for injunctive or
equitable relief, or rights of affiliates of the Shareholders under a separate securities
compliance services agreement or a secured note and pledge agreement executed in
connection with the securities compliance services agreement.
15.10. SURVIVAL. The provisions for arbitration contained herein shall survive the
termination of this Agreement for any reason.
16. GENERAL PROVISIONS.
16.1. FURTHER ASSURANCES. From time to time, each party will execute such additional
instruments and take such actions as may be reasonably required to carry out the intent
and purposes of this Agreement.
16.2. WAIVER. Any failure on the part of either party hereto to comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the party to
whom such compliance is owed.
16.3. BROKERS. Each party agrees to indemnify and hold harmless the other party against
any fee, loss, or expense arising out of claims by brokers or finders employed or alleged
to have been employed by the indemnifying party.
16.4. NOTICES. All notices and other communications hereunder shall be in writing and
shall be deemed to have been given if delivered in person or sent by prepaid first-class
certified mail, return receipt requested, or recognized commercial courier service, as
follows:
If to Fifth Avenue I, to:
Fifth Avenue I Acquisition Corporation
301 Clematis Street, Suite 3000
West Palm Beach, FL 33401
If to PlanetLink, to:
PlanetLink Communications, Inc.
165 West Wieuca Road, Suite 205
Atlanta, Georgia 30342
If to the Shareholders, to:
Thomas J. Craft, Jr.
301 Clematis Street, Suite 3000
West Palm Beach, FL 33401
and
Richard Rubin and Ivo Heiden
730 Fifth Avenue, Suite 911
New York, NY 10019
16.5. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
16.6. ASSIGNMENT. This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their successors and assigns; provided, however, that any assignment by
either party of its rights under this Agreement without the written consent of the other
party shall be void.
16.7. COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Signatures sent by facsimile transmission shall be
deemed to be evidence of the original execution thereof.
16.8. REVIEW OF AGREEMENT. Each party acknowledges that it has had time to review this
Agreement and, as desired, consult with counsel. In the interpretation of this Agreement,
no adverse presumption shall be made against any party on the basis that it has prepared,
or participated in the preparation of, this Agreement.
16.9. SCHEDULES. All schedules attached hereto, if any, shall be acknowledged by each
party by signature or initials thereon and shall be dated.
16.10. EFFECTIVE DATE. The effective date of this Agreement shall be ________, 2001.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER AMONG FIFTH AVENUE I, PLANETLINK AND THE
SHAREHOLDERS OF FIFTH AVENUE I IN WITNESS WHEREOF, the parties have executed this
Agreement.
FIFTH AVENUE I ACQUISITION CORP.
By:
/s/ Thomas J. Craft Jr.
Thomas J. Craft, Jr., President
PLANETLINK COMMUNICATIONS, INC.
By:
/s/ Kayode A. Aladesuyi
Kayode A. Aladesuyi, President/CEO
SHAREHOLDERS OF FIFTH AVENUE I ACQUISITION CORP.
By:
/s/ Thomas J. Craft, Jr.
By:
/s/ Richard Rubin
By:
/s/ Ivo Heiden
Thomas J. Craft, Jr.
Richard Rubin
Ivo Heiden
Exhibit A
Number of Fifth Avenue I
    Shares to be Surrendered
Number of Planet Link
    Shares to be Issued
Name of Shareholder
Address of Shareholder
400,000 Shares
182,443 Shares
Thomas J. Craft, Jr.
301 Clematis Street, Ste
    3000, West Palm Beach, FL 33401
400,000 Shares
182,443 Shares
Richard Rubin
730 Fifth Avenue, Suite
    911, New York, NY 10019
200,000 Shares
91,221 Shares
Ivo Heiden
730 Fifth Avenue, Suite
    911, New York, NY 10019
Fifth Avenue Acquisition I Corp.
PlanetLink Communications, Inc.
By:
/s/ Thomas J. Craft, Jr., President
By:
/s/ Kayode A. Aladesuyi
President, CEO
STOCKHOLDER
By:
/s/ Thomas J. Craft Jr.
STOCKHOLDER
By:
/s/ Richard Rubin
STOCKHOLDER
By:
/s/ Ivo Heiden