AGREEMENT
Agreement made and entered into the 20th day of Octobar, 1999 by and among
Xxxxx Management Corporation, a Colorado corporation with offices as 0000 Xxxx
Xxxx Xxxxx, Xxxxxx, Xxxxxxxx ("IMC") Xxxxx Xxxxxxxxxx, residing at 0000 Xxxx
Xxxx Xxxxx, Xxxxxx, Xxxxxxxx ("Krushansky"), Xxxxxx Xxxxxxx, residing at 00000
Xxxxxxxx Xxxx. # 000, Xxx Xxxxxxx, XX 00000 ("Xxxxxx"), Xxxxx Xxxxxxx residing
at 00000 Xxxxxxxx Xxxx #000, Xxx Xxxxxxx, XX 00000 ("Xxxxx") and Central Pacific
Assurance, Ltd. a California corporation with offices at 00000 Xxxxxxxx Xxxx. #
000, Xxx Xxxxxxx, XX 00000 ("Central") (all of the foregoing sometime
collectively referred to as "Sellers") and Xxxxx X Xxxxxx, residing at 000 Xxxx
Xxxx, Xxxxxxx Xxxxx, 00000 ("Purchaser").
WHEREAS, Sellers are the record owners of 4,150,000 shares of Common
Stock of Pacific Development Corporation, a Colorado corporation (the "Company")
as follows: IMC 2,700,000 shares; Krushansky 1,200,000 shares; Xxxxxx 75,OOO
shares, Xxxxx 75,000 shares and Central 100,000 shares, all of which shares
represent 60.5% of the issued and outstanding shares of the Company (the
"Shares"); and
WHEREAS, Sellers desire to sell the shares to Purchaser and Purchaser
desires to purchase the Shares from Sellers for an aggregate purchase price of
$106,250;
NOW, THEREFORE, in consideration of the terms and conditions herein set
forth, and other good and valuable consideration, receipt of which is hereby
acknowledged, it is agreed as follows:
1. IMC hereby agrees to sell, assign, transfer, set over and convey to
Purchaser 2,700,000 Shares of the Company's common stock, free and clear of all
claims, liens, charges or encumbrances and Purchaser hereby agrees to purchase
said Shares from IMC for an aggregate purchase price of $70,000.
2. Krushansky hereby agrees to sell, assign, transfer, set over and convey
to Purchaser 1,200,000 Shares of the Company's common stock, free and clear of
all claims, liens, charges or encumbrances and Purchaser hereby agrees to
purchase said shares from Krushansky for an aggregate purchase price of $30,000.
3. Xxxxxx hereby agrees to sell, assign, transfer, set over and convey to
Purchaser 75,000 Shares of the Company's common stock, free and clear of all
claims, liens, charges or encumbrances and Purchaser hereby agrees to purchase
said Shares from Xxxxxx for an aggregate purchase price of $1,875.
4. Xxxxx hereby agrees to sell, assign, transfer, set over and convey to
Purchaser 75,000 Shares of the Company' a common stock, free and clear of all
claims, liens, charges or encumbrances and Purchaser hereby agrees to purchase
said Shares from Xxxxx for an aggregate purchase price of $1,875.
5. Central hereby agrees to sell, assign, transfer, set over and convey to
Purchaser 100,000 Shares of the Company's common stock, free and clear of all
claims, liens, charges or encumbrances and Purchaser hereby agrees to purchase
said Shares from Central for an aggregate purchase price of $2,500.
6. The aggregate purchase price of $106,250 will be paid to the Sellers as
follows: Upon execution of this Agreement IMC shall deliver certificates for its
shares with medallion guaranteed stock powers to Purchaser's attorney, Xxxxxx X.
Xxxxxxx to be held in escrow, and a $25,000 non-refundable deposit toward of the
purchase price will be paid to IMC via wire transfer as instructed by IMC. Also,
simultaneously upon execution of this Agreement, Sellers will deliver
resignations of the Company's officers and directors to Purchaser's attorney,
Xxxxxx X. Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, to be held
in escrow pending the balance of payment of the purchase price to Sellers.
Purchaser shall wire transfer the balance of $81,250 to said attorney on or
before November 15, 1999, provided the shares and resignations have been
delivered and are being held in escrow, as set forth above. Purchaser's attorney
shall then deliver the balance of the purchase price to Sellers by wire transfer
or an directed by Sellers on or before November 15, 1999, and simultaneously
deliver the shares and resignations to Purchaser.
7. In the event the balance of the purchase price in not paid by November
15, 1999, the shares and resignations shall be returned to the respective
sellers and this Agreement shall be null and void.
8. Sellers hereby represent and warrant to Purchaser as follows:
(a) Sellers are the record holders and sole beneficial owners of the
said Shares, which Shares are free and clear of any claims,
liens, pledges, options, charges, security interest or
encumbrances of any nature whatsoever.
(b) The transfer of said shares to Purchaser will not be in violation
of any agreement of any kind, whatsoever, and Sellers have the
absolute and unconditional right to transfer or dispose of such
Shares.
(c) There are no consents, approvals or authorizations required by
Sellers in connection with the execution and delivery of this
Agreement and the sale of such Shares to Purchaser.
(d) The Company is duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has full
power and authority to conduct its business as presently
conducted and is qualified and in good
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standing under the laws of any jurisdiction where such
qualification in required, and has no subsidiaries or equity
interest in any other entity.
(e) The execution sad delivery of this Agreement and the consummation
of the transaction met forth herein dose not violate the
Certificate of Incorporation or the By-laws of the Company or any
law, regulation or other' restriction applicable to the Company
or conflict with or result in any breach of or cause a default in
any instrument, contract, license or other agreement to which
sellers or the Company are a party or to which any of the
Company's assets are subject.
9. Sellers warrant and represent to Purchaser that the Company is a clean
trading, reporting public company, and is current in all filings with the
securities and Exchange Commission. The Company has 100,000,000 shares of common
stock, par value $.001 per share authorized and as of the date hereof, 6,863,380
shares are issued and outstanding, held of record by approximately 331
shareholders.
10. Following the Closing of the purchase of the Shares hereunder,
Purchaser shall cause a reverse stock split an the basis of 100 shares for One
share, to be effectuated, and will thereafter enter into a letter of intent for
a reverse merger agreement between the Company and a private company. As a
condition of the reverse merger agreement, Purchaser agrees that Krushansky
shall be engaged as a consultant to the Company, and in consideration for his
services, shall receive 20,000 shares of common stock, registered on Form S-8 at
the Company's expense.
11. The escrow-agent shall not be liable for any error in judgment or for
any act done or step taken or omitted in good faith or for any mistake of fact
or law, except for his own gross negligence or wilful misconduct. The parties
acknowledge that the escrow agent in merely a stake holder and upon payment of
the purchase price to the Sellers, the escrow agent shall be fully released from
all liability and obligations with respect to this escrow.
12. The parties hereto agree Jointly to defend, indemnify and hold the
escrow agent harmless against and from any claim, judgment, loom, liability.
cost or expense resulting from any dispute or litigation arising out of or
concerning him duties or services hereunder, This indemnity includes, without
limitation, disbursements and reasonable attorneys I f see, either paid to
retain attorneys or representing the fair value of legal services rendered by
the escrow, agent you for himself.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado.
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14. This Agreement constitutes the entire agreement between the parties in
respect of the subject matter hereof, and supersedes all previous agreement, and
there are no other agreements, written or oral, nor may the Agreement be
modified except in writing and executed by all of the parties hereto. The
failure to insist upon strict compliance with any of the terms, covenants or
conditions of the Agreement shall not be deemed a waiver or relinquishment of
such right or power at any other time or times.
15. A11 of the terms and provisions of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, transferees, successors, and assigns.
16. This Agreement may be executed in counterparts, each of which shall be
deemed an original and together shall constitute one and the same binding
Agreement, with one counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have met their hands and seals as of
the date and year above first written.
SELLERS:
PURCHASER: Xxxxx Management Corporation
By: /s/ Xxxxx Xxxxxxxxxx
/s/ Xxxxx X. Little --------------------------------
------------------- Xxxxx Xxxxxxxxxx, President
Xxxxx X. Little
/s/ Xxxxx Xxxxxxxxxx
--------------------------------
Xxxxx Xxxxxxxxxx
Escrow Agent:
Central Pacific Assurnace, Ltd.
/s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
