AGREEMENT
Dated as of: October 31, 2001
Between: Genesis Capital Corporation, a Nevada corporation; ("Genesis")
And: National Residential Properties, Inc, ("National").
WHEREAS, National and Senior Adult Lifestyle, Inc., a Nevada
corporation ("Senior"), which is a subsidiary of Genesis, entered into an
Agreement dated October 30, 2001, a copy of which is attached hereto as Exhibit
"A," whereby National assigned to Senior its rights in and to those certain Land
Sate Contracts described in said Exhibit "A" and Senior assumed all of
National's obligations under the Land Sale Contracts;
WHEREAS, pursuant to said Exhibit "A" National executed in favor of
Senior a Statutory Form Warranty Deed dated October 31, 2001, regarding the real
property described in said Exhibit "A";
WHEREAS, Genesis desires to compensate National for the above described
assignment and conveyance to Senior.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, it is agreed as follows:
1. Genesis shall pay to National the sum of $2,000,000.00, which shall be paid
to National in common stock of Genesis in the aggregate amount of 20,000,000
shares ("Genesis Shares"). The number of Genesis Shares to be issued hereunder
is valued by the parties at $.10 per share.
2. At the earlier of (a) the expiration of three (3) years from the data of this
Agreement or (b) at the time that National has sold all of the Genesis Shares,
if the gross sales proceeds realized by National from the sale of the Genesis
Shares is less than $ 2,000,000.00, Genesis shall issue to National such
additional shares of Genesis common stock ("Additional Genesis Shares") in an
amount based on the closing bid price as quoted on the OTC Bulletin Board on the
day before the date of such additional share issuance so as to make up the
difference between said gross sales proceeds and $2,000.00.00. Notwithstanding
anything to the contrary in this Section 2, National shall have the obligation
to sell the Genesis Shares in arm's length market transactions on the OTC
Bulletin Board through broker-dealers at the market price of Genesis common
stock prevailing from time-to-time, which transactions comply with the
requirements of paragraphs (f) ("Manner of Sale") and (g) ("Brokers'
Transactions") of Securities and Exchange Commission Rule 144.
3. National acknowledges that the Genesis Shares and the Additional Genesis
Shares to be issued hereunder are characterized as "restricted securities" under
the Securities Act of 1933 and that consequently the transferability and resale
of the Genesis Shares and the Additional Genesis Shares will be limited.
National understands that the certificates evidencing the Genesis Shares and the
Additional Genesis Shares will hear a legend is substantially the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("ACT") OR ANY STATE SECURITIES LAW.
THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE
ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED AS TO SUCH SALE, OFFER, TRANSFER, PLEDGE OR HYPOTHECATION.
4. This Agreement constitutes the entire agreement and understanding
between the parties with respect to its subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
GENESIS CAPITAL CORPORATION OF NEVADA
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
NATIONAL RESIDENTIAL PROPERTIES, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
EXHIBIT "A"
AGREEMENT
THIS AGREEMENT ("Agreement") made and entered this 30th day of October
2001, by and between SENIOR ADULT LIFESTYLE, INC., a Nevada corporation having
an office in the State of Florida ("Lifestyle") and NATIONAL RESIDENTIAL
PROPERTIES, INC., a Nevada corporation having an office is the State of Florida
("NRES").
WITNESSETH:
WHEREAS, by agreement dated May 4, 2001 ("Agreement"), a copy of which
is attached. hereto and labeled Schedule A, Connecticut Acquisition Corp. No. 1
("Connecticut Acquisition") entered into an agreement with various entities in
which a parcel of and in Hebron, Connecticut was to be transferred to
Connecticut Acquisition; and
WHEREAS, certain contracts to purchase land ("Land Contracts") were to
be assigned to Connecticut Acquisition; and
WHEREAS, Connecticut Acquisition has merged into NRES; and
WHEREAS, the Land Contracts to be assigned are set forth in the
Agreement; and
WHEREAS, the Land Contracts were assigned to Connecticut Acquisition
(now NRES); and
WHEREAS, NRES desires to assign its rights and responsibilities under
the Agreement and its rights in and to the Land Contracts to Lifestyle; and
WHEREAS, Lifestyle agrees to accept the assignments.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, it is agreed as follows:
1. Lifestyle agrees to assume all obligations of Connecticut
Acquisition (now NRES) under the Agreement, and therefore, Senior Adult shall be
liable to all parties to the Agreement as if Senior Adult was an original
obligor of the Agreement.
2. NRES hereby assigns to Senior Adult all of its rights under the
Agreement and hereby assigns to Senior Adult all of the Land Contracts which
were previously assigned to Connecticut Acquisition.
3. Senior Adult represents to NRES that the officers of Senior Adult
are the same as the officers of NRES, which is a requirement for the assignment
of the Land Contracts without the need to receive consent from any other parties
to the land Contracts.
4. Senior Adult acknowledges that any other party to the Agreement
shall have the right to enforce the Agreement against Senior Adult to the same
extent as the Agreement could have been forced against Connecticut Acquisition
as originally written.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day and year first above written.
Signed, sealed and delivered in the presence of:
CONNECTICUT ACQUISITION CORP.
NO. 1, INC.
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
--------------------------------------- --------------------------------
/S/ XXXXXXXX XXXXXXXXX Xxxxxxx Xxxxxx, President
SENIOR ADULT LIFESTYLE, INC.
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
--------------------------------------- --------------------------------
/s/ Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx, President
CONSENT
The undersigned hereby consent to the Agreement and to the assignment and
transfer set forth therein to Senior Adult Lifestyles, Inc.
LOVELAND HILLS, LLC
/s/ Xxxxxxx Xxxxxx BY: Xxxxxx Xxxx
-------------------------------- --------------------------------
CONNECTICUT ADULT CONDOMINIUMS, LLC
/s/ Xxxxxxx Xxxxxx By: Xxxxxx Xxxx
-------------------------------- --------------------------------
ECHO LAKE, WATERTOWN, LLC
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxx
-------------------------------- --------------------------------
XXXXXXX FARMS, NEW MILFORD, LLC
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxx
-------------------------------- --------------------------------
XXXXXXX FARMS, EAST WINDSOR, LLC
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxx
-------------------------------- --------------------------------
STATUTORY FORM WARRANTY DEED
IT, NATIONAL RESIDENTIAL PROPERTIES, INC. a Nevada corporation with an office in
the State of Florida CONSIDERATION PAID grants to SENIOR ADULT LIFESTYLE, INC.,
a Nevada corporation having an office in the State of Connecticut, with WARRANTY
COVENANTS that certain piece or parcel of land on Loveland Hills Road in the
Town of Hebron, County of Tolland and State of Connecticut, being more
particularly described on Schedule A attached hereto and made a part hereof.
The Premises are conveyed subject to two mortgages which the Grantee
herein assumes and agrees to pay.
The Premises are subject to taxes due to the Town of Hebron on the List
of October 1, 2001, and Connecticut Acquisition Corp. No. 1, Inc. herein assumes
and agrees to pay as part consideration for this conveyance.
Dated this 30 day of October, 2001.
Witnesses:
National Residential Properties, Inc.
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
------------------------------------ ----------------------------------
Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx, Its President
/s/ Xxx Xxxxxx
------------------------------------
Xxx Xxxxxx
STATE OF FLORIDA
COUNTY OF DADE MIAMI October 30, 2001
Personally appeared Xxxxxxx Xxxxxx as aforesaid, signer and sealer of
the foregoing instrument and acknowledged the same to be his free act and deed
of said corporation, before me.
/s/ Xxxxxxxx Xxxxxxxxx
------------------------------------
Xxxxxxxx Xxxxxxxxx
Notary Public, State of Florida
My Comm. Exp. Dec. 19, 2003
Comm. No. CC 898915
SCHEDULE A
A certain piece or parcel of land with all improvements thereon and
appurtenances thereto, situated on the westerly side of Loveland Road in the
Town of Hebron. County of Tolland and State of Connecticut, and being shown and
designated as "AREA 44.08 acres" on a certain map or plan entitled "Boundary
Survey Property of XXXXXX XXXXXX Xxxxxxxx Road Hebron, Conn. Scale 1" = 100'
Aug. 31, 1972 Class A-2 Map Certified Substantially Correct Xxxxxxxxx X. Xxxxx
X.X. Xxxx. Lic. No. 8164 Xxxxxxxxx X. Xxxxx Assoc. Route 66 Marlborough,
Connecticut, which map is on file in the Town Clerk's Office in the Town of
Hebron to which reference may be had.
Said premises are further bounded and described as follows:
Commencing at a point in the westerly street line of Loveland Road, which point
marks the southeasterly xxxxx of land now or formerly of Leno & Xxxxxx Xxxxxxxxx
and the northeasterly coma of subject premises.
Thence proceeding S 16(degree) 44' 3T" E along Loveland Road a distance of
138.52 feet to a point marKED by a fence post;
Thence proceeding S 10(degree)31' 00" X xxxxx Xxxxxxxx Xxxx a distance of 50.85
feet to a point;
Thence proceeding S 02(degree)55' 00" X xxxxx Xxxxxxxx Xxxx a distance of 477.29
feet to a point;
Thence proceeding S 20(degree)23' 00" X xxxxx Xxxxxxx Xxxx a distance of 28.23
feet to a point;
Thence proceeding S 01(degree) 14' 00" X xxxxx Xxxxxxxx Xxxx a distance of
519.91 feet to a point whiCH point marks the northeasterly corner of land now or
formerly of Xxxxxx Xxxxxxxx Xx. and the southeasterly corner of subject
premises;
Thence proceeding N 85(degree) 13' 10" W along said land now or formerly of
Xxxxxxxx a distance of 973.28 feet to a point marked by a fence post;
Thence proceeding N 89(degree)39' 42" W a distance of 350.44 feet to a point;
Thence proceeding N 02(degree)90' 54" E along land now or formerly of
Xxxxx-Xxxxx Post 95 Inc. American Legion a distance of 251.18 feet to a point;
Thence proceeding N 87(degree) 19' 06" W along said land now or formerly of
Xxxxx-Xxxxx Post 95 Inc. American Legion a distance of 427.98 feet to a point
which point marks the southwesterly corner of subject premises;
Thence proceeding N 02(degree) 08' 27" E along land now or formerly of Xxxxxxx
Xxxxxxxx a distance of 954.03 Feet to a point, which point marks the
northeasterly corner of said land now or formerly of Xxxxxxxx and the
northwesterly corner of said premises.
Thence proceeding S 87(degree)10' 18" E along land now or formerly of Xxxxxx
Associates a distance of 679.16 feet to a point;
Thence proceeding S 77(degree)08' 43" E along said land now or formerly of
Xxxxxx Associates a distanCE of 64.84 feet to a point;
Thence proceeding S 84(degree)55' 12" E along said land now or formerly of
Xxxxxx Associates a distanCE of 261.60 feet to a point;
Thence proceeding 6 N 89(degree) 24' 14" E along said land now or formerly of
Leno & Xxxxxx Xxxxxxxxx a distance of 140.65 feet to a point;
Thence proceeding S 86(degree) 10' 10" E along said land now or formerly of Leno
& Xxxxxx Xxxxxxxxx a distance of 483.25 feet to the point or place of beginning.
Said premises contain 44.08 acres by estimation.
