EXHIBIT 10.2
AMENDMENT TO SHARE EXCHANGE AGREEMENT
THIS AMENDMENT TO THE SHARE EXCHANGE AGREEMENT, is dated as of November
8, 2001, by and among CARCORP USA, INC., fka HYDROX SALES CORP., A Delaware
corporation (the "Company"); CARCORP USA, INC., a Florida corporation
("CARCORP"); and the shareholders of CARCORP listed on the signatures page (the
"Sellers").
W I T N E S S E T H:
WHEREAS, the Sellers own 100% of the shares of common stock of CARCORP,
in the denominations as set forth opposite their respective names on Schedule I
to this Agreement which shares constitute all of the issued and outstanding
shares of capital stock of CARCORP (the "CARCORP Shares"); and
WHEREAS, the Company now desires to acquire from the Sellers, and the
Sellers desire to sell to the Company, all of the CARCORP Shares in exchange for
the issuance by the Company of an aggregate of Fifteen Million (15,000,000) post
reverse-split shares (the "Company Shares") of the Company's common stock, par
value $0.001 per share (the "Company Common Stock"), on the terms and conditions
set forth below; and
WHEREAS, the Shareholders of the Company will benefit from the
transactions contemplated herein, and
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and agreements set forth herein, the parties hereto
agree as follows:
ARTICLE I
EXCHANGE OF SHARES IS AMENDED TO READ AS FOLLOWS:
1.1 Exchange of Shares. Subject to the terms and conditions of this
Agreement, on the Closing Date:
(a) the Company shall issue and deliver to each of the Sellers
the number of authorized but unissued shares of Company Common Stock set forth
opposite such Seller's name set forth on Schedule I hereto, and
(b) each Seller agrees to deliver to the Company, the number
of authorized and issued shares of Common Stock, par value $1.00 per share, of
CARCORP USA, INC. set forth opposite such Seller's name on Schedule I hereto
along with an appropriately executed stock power endorsed in favor of the
Company; and
(c) the Company currently has Three Million, Eight Hundred
Fifty One Thousand, Thirty Three (3,851,033) shares of its $0.001 par value
post-reverse split common stock issued and outstanding. After giving effect to
the exchange of shares herein, the Company shall have Eighteen Million, Eight
Hundred Fifty One Thousand, Thirty Three (18,851,033) post reverse-split common
stock shares issued and outstanding.
1.2 Time and Place of Closing. The closing of the transactions
contemplated hereby (the "Closing") shall take place at the offices of CARCORP
USA, INC. on November 8, at 1:00 P.M., or at such other place as the Company and
the Sellers may agree.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment to Agreement as of the date first set forth above.
CARCORP USA, INC. fka HYDROX SALES CORP.
A Delaware Corporation
By: /s/ Xxxxxxx X. XxXxx
------------------------------
XXXXXXX X. XXXXX
Title: President
CARCORP USA,INC.
A Florida corporation
/s/ Xxxxxxx X. XxXxx
------------------------------------
XXXXXXX X. XXXXX
Title: President
Sellers:
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first set forth above.
HYDROX SALES CORP.
By: /s/ Xxxxx X. Xxxxxxx, XX
-----------------------------
XXXXX X. XXXXXXX, XX
Title: President
CARCORP USA,INC.
/s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX
Title: President
Sellers:
