EXHIBIT 2
SETTLEMENT AGREEMENT
THIS AGREEMENT made as of the 5th day of December, 2002
BETWEEN:
PAN ASIA COMMUNICATIONS CORP.
Xxxxx 000, 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
EUROCAPITAL HOLDINGS A.V.V.
(hereinafter referred to as the "Creditor")
OF THE SECOND PART
WHEREAS the Company is indebted to the Creditor in the amount of
$120,000.00 US Dollars (the "Debt") in respect of a loan account.
AND WHEREAS the Company considers it both appropriate and necessary to
issue shares of the Company in satisfaction of the Debt and the Creditor is
willing to accept shares of the Company in full satisfaction of the Debt.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of ONE (1.00)
dollar (the receipt and sufficiency of which is hereby acknowledged) the mutual
covenants and agreements herein contained and subject to the terms and
conditions set forth herein, the parties hereto agree as follows:
1. The Company hereby agrees to issue to the Creditor and the Creditor hereby
agrees to accept from the Company, FOUR MILLION (4,000,000) common shares
in the capital stock of the Company (the "Shares") at a deemed price of
$0.03 per share in full settlement of the Debt and any other monies owed to
the Creditor, including without limitation, any interest. Certificates
representing the Shares shall be issued by the Company to the Creditor
within 10 business days of this Agreement.
2. The Creditor acknowledges that the Shares may be required to be held by the
Creditor for a period under restriction from the date of the issuance of
the Shares and the Creditor agrees to execute any undertakings or other
documents which may be required in respect of the Shares.
3. The Creditor represents and warrants that it has not assigned the Debt, in
whole or in part, to any other party and that it is not settling the Debt
for the Shares as a result of any information about the material affairs of
the Company that is not generally known to the public.
4. This Agreement may be subject to the review and approval of the Regulatory
Authorities.
5. This Agreement constitutes the entire Agreement and supersedes any previous
understandings, communications, representation and agreements, whether
written or oral.
6. This Agreement shall enure to the benefit of and be binding upon the
parties hereto, their and each of their heirs, executors, administrators,
successors and permitted assigns.
7. This Agreement may be executed in counterparts, which taken together shall
constitute one and the same instrument, and any facsimile signature shall
be taken as an original.
IN WITNESS THEREOF the parties have hereunto executed this Agreement as of the
day and year first mentioned above.
/s/ Xxxxx Xxxxxxx
Managing Director
Dutch Antilles Management N.V.
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Signature of creditor or if the creditor is a company,
signature of authorized signatory
PAN ASIA COMMUNICATIONS CORP.
Per: /s/ Xxxx Xxxxxxx
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