EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT made and entered into this 15th day of
January, 2001, by and between U.S. RECORP., a Nevada corporation, (hereinafter
("USR") and BELFAIR INTERNATIONAL, INC., a corporation organized pursuant to the
laws of the Isle of Jersey (hereinafter referred to as "Belfair") and OCTAVA
LTD., a corporation organized pursuant to the laws of the Isle of Jersey
(hereinafter referred to as "Octava").
WITNESSETH:
WHEREAS, USR, whose balance sheet and financial statement for
the period ended December 31, 2000 is attached hereto as Exhibit "A" and
incorporated herein by this reference; and
WHEREAS, the authorized capital stock of USR consists of
25,000,000 shares of common stock, par value $0.001 per share of which 203,600
shares are issued and outstanding; and
WHEREAS, the parties agree that it would be to their mutual
benefit for USR to acquire assets of Belfair and Octava in exchange for shares
of USR stock.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto hereby agree as follows:
1. [REPRESENTATIONS OF USR] USR hereby represents to Belfair
and Octava that to the best of its knowledge:
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(a) USR owns on the date hereof, and on the Closing
Date hereinafter provided will own, free and clear of all liens, charges and
encumbrances, all of the assets set forth on Exhibit "A".
(b) USR has heretofore furnished to Belfair and
Octava copies of the balance sheet of USR which is attached hereto and marked
Exhibit "A". Said balance sheet accurately sets forth the financial condition of
USR as of said date, prepared in conformity with generally accepted accounting
principles consistently applied.
(c) USR has good and marketable title to all of their
property and assets (except property and assets disposed of since such date in
the usual and ordinary course of business), subject to no mortgage, pledge, lien
or other encumbrance except as disclosed in such financial statements.
(d) USR has no obligations, liabilities or
commitments, contingent or otherwise, of a material nature which were not
provided for, except as set forth in Exhibit "A".
(e) USR is not a party to any employment contract, or
to any lease, agreement or other commitment not in the usual and ordinary course
of business, nor to any pension, insurance, profit-sharing or bonus plan, except
as disclosed in Exhibit "A".
(f) USR is not a defendant, nor a plaintiff against
whom a counterclaim has been asserted, in any litigation, pending or threatened,
nor has any
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material claim been made or asserted against USR, nor are there any proceedings
threatened or pending before any federal, state or municipal government, or any
department, board, body or agency thereof, involving USR except as disclosed in
Exhibit "A".
(g) USR is not in default under any agreement to
which it is a party nor in the payment of any of its obligations.
(h) Between the date of the balance sheet referred to
in subparagraph "b" hereof and the Closing, USR will not have (i) mortgaged or
pledged or subjected to any lien, charge or other encumbrance any of their
assets, tangible or intangible, except in the usual and ordinary course of
business or (ii) sold, leased, or transferred or contracted to sell, lease or
transfer any assets, tangible or intangible, or entered into any other
transactions, except in the usual and ordinary course of business, or (iii) made
any material change in any existing employment agreement or increased the
compensation payable or made any arrangement for the payment of any bonus to any
officer, director, employee or agent, except as set forth in Exhibit "A" hereof.
(i) This Exchange Agreement has been duly executed by
USR and the execution and performance of this Exchange Agreement will not
violate, or result in a breach of, or constitute a default in any agreement,
instrument, judgment, order or decree to which USR is a party or to which USR is
subject nor will such execution
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and performance constitute a violation of or conflict with any fiduciary duty to
which USR is subject, to the best of USR's knowledge.
(j) USR has timely filed or obtained the necessary
extensions with the appropriate governmental authorities, all tax and other
returns required to be filed by it. Such returns are true and complete and all
taxes shown thereon to be due have been paid. All material, federal, state,
local, county, franchise, sales, use, excise and other taxes assessed or due
have been duly paid or reserves for unpaid taxes have been set up as required on
the basis of the facts and in accordance with generally accepted accounting
principles.
(k) USR is not in default with respect to any order,
writ, injunction , or decree of any court or federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
and there are no actions, suits, claims, proceedings or investigations pending
or, to the knowledge of USR threatened against or affecting USR, at law or in
equity, or before or by any federal, state, municipal or other governmental
court, department commission, board, bureau, agency or instrumentality, domestic
or foreign. USR has complied in all material respects with all laws, regulations
and orders applicable to its business.
(l) No representation in this section, nor statement
in any document, certificate or schedule furnished or to be furnished pursuant
to this Exchange Agreement by USR, or in connection with the transactions
contemplated hereby, contains or contained any untrue statement of material
fact, nor does or will
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omit to state a material fact necessary to make any statement of fact contained
herein or therein not misleading.
2. [REPRESENTATIONS OF BELFAIR AND OCTAVA] Belfair and Octava
represent to USR that:
(a) Belfair is a corporation duly organized and
validly existing and in good standing under the laws of the Isle of Jersey and
Octava is a corporation duly organized and validly existing and in good standing
under the laws of the Isle of Jersey.
(b) Belfair and Octava have delivered to USR a list
of assets it will convey to USR.
(c) Belfair and Octava have good and marketable title
to all of its property and assets (except property and assets disposed of since
such date in the usual and ordinary course of business), subject to no mortgage,
pledge, lien or other encumbrance except as disclosed in the List of Assets
marked as Exhibit "B" annexed hereto and made a part hereof.
(d) This Exchange Agreement has been duly executed by
Belfair and Octava and the execution and performance of this Exchange Agreement
will not violate, or result in a breach of, or constitute a default in any
agreement, instrument, judgment, order or decree to which it is a party or to
which it is subject nor will such execution and performance constitute a
violation of or conflict with any fiduciary duty to which it is subject.
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3. [DATE AND TIME OF CLOSING] The closing shall be held on
Monday, January 28, 2001, at 10:00 o'clock a.m., local time, at 00 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, or at such other time and place as may be
mutually agreed upon between the parties in writing (hereinafter "the Closing").
4. [EXCHANGE OF SHARES OF STOCK] The mode of carrying into
effect the exchange provided for in this Agreement shall be as follows:
a. USR shall call a special meeting of its board of
directors to be held on Tuesday, January 30, 2001, at 10:30 a.m., local time,
for the following purposes: (1) Ratifying, approving and carrying out the terms
of this Exchange Agreement; and
(2) To issue 9,000,000 shares of stock of
USR with 4,500,000 shares being registered in the name of
Belfair and 4,500,000 shares registered in the name of Octava.
This stock shall be held in escrow by Nevada Agency and Trust
Company. It shall be rteleased and delivered to the registered
owners when Hidden Splendor Resources Ltd. receives $150,000
in cash. It is agreed that the $150,000 shall be a debt on the
books of USR. The consideration for the 9,000,000 shares shall
be a conveyance of a Xxxx of Sale to USR of those assets
listed on Exhibit "B".
b. USR shall call a special meeting of its
shareholders to be held on ______________, 2001, at 11:00
o'clock a.m., local time, to be held
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at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 for
the following purposes:
(1) To authorize an Amendment to the
Articles of Incorporation as follows:
(a) to change the corporate name to
"NEW XXXXXX, INC."
(b) to authorize 100,000,000 shares
of capital stock and 10,000,000 shares of preferred
stock, par value $0.001 per share; and (c) to provide
for a forward split of the corporation's stock on the
basis of one (1) share of the presently outstanding
stock being surrendered for five (5) shares of the
newly authorized stock.
(2) To elect the nominees of Belfair and
Octava as directors and officers of the corporation
(3) To cause a public announcement to be
disseminated to the stockholders regarding the reorganization
of the corporation
5. [FINDER'S FEE] The parties represent that they have not
employed any broker or agent or entered into any other agreement for the payment
of any finder's fees or compensation to any other person, firm or corporation in
connection with this transaction, other than listed herein.
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6. [NOTICES] Any notice under this Agreement shall be deemed
to have been sufficiently given if sent by Federal Express or other similar
overnight delivery service, or registered or certified mail, postage prepaid,
addressed as follows:
If to U.S. Recorp.:
Xxxxx Xxx Xxxxxx
00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
If to Belfair to:
Xxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx Xxxxx
00 Xxxxx Xxxxxx, XX., Xxxxxx
Xxxxx, XX0 0XX, Channel Islands
If to Octata to:
Evgeny Afineevsky
Xx. 0 Xxxxxxxxxx Xxxxxx Xxxxxx
X.X. Xxx Xx. 00
Aiofi Niue
or to any other address which may hereafter be designated by either party by
notice given in such manner. All notices shall be deemed to have been given as
of the date of receipt.
8. [COUNTERPARTS] This Exchange Agreement may be executed in
any number of counterparts, each of which when executed and delivered shall be
an original, but all such counterparts shall constitute one and the same
instrument.
9. [MERGER CLAUSE] This Exchange Agreement supersedes all
prior agreements and understandings between the parties and may not be changed
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or terminated orally, and no attempted change, termination or waiver of any of
the provisions hereof shall be binding unless in writing and signed by the
parties hereto.
10. [GOVERNING LAW] This Agreement shall be governed by and
construed according to the laws of the State of Nevada, being the corporate
domicile of USR. IN WITNESS WHEREOF, the parties hereto have caused this
Exchange Agreement to be executed the day and year first above written.
U. S. RECORP.
A Nevada Corporation
By
_________________________________
Xxxxx Xxx Xxxxxx, President
(Hereunto duly authorized)
BELFAIR INTERNATIONAL, INC.
An Isle of Jersey Corporation
By ________________________________
Xxxxxxx Xxxxx
Its__________________________
(Hereunto duly authorized)
OCTAVA LTD.
An Isle of Jersey Corporation
By__________________________________
Evgeny Afineevsky
Its Chief Executive Officer
(Hereunto duly authorized)
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