EXHIBIT 1.1
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (this "Agreement") is made and entered into
effective as of this 31st day of March, 2005, by and between Federal Mortgage
Corp of Puerto Rico, Inc., a Delaware corporation (the "Company"), and Pride
Holdings, Inc.
WITNESSETH:
WHEREAS, the Company desires to issue 90,000,000 shares of its restricted
common stock for 100% ownership of Pride Lending, Inc.; and
WHEREAS, Pride Holdings, Inc. owns 100% of the outstanding common stock
of Pride Lending, Inc. and desires to exchange 100% ownership of Pride
Lending, Inc. for 90,000,000 (90% ownership) restricted common shares of
Federal Mortgage Corp of Puerto Rico, Inc.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, it is agreed as
follows:
Effective March 31, 2005, the Company shall issue to Pride Holdings, Inc.
90,000,000 restricted common shares of the Company's common stock in exchange
for 100% of the issued and outstanding common stock of Pride Lending, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
FEDERAL MORTGAGE CORP PRIDE HOLDINGS, INC.
OF PUERTO RICO, INC.
(THE "COMPANY")
By: /s/ Xxxxx X. Xxxxxx Signed: /s/ Xxxxxxx X. Xxxxxxxxxx
Its Vice President Its President