Exhibit 10(xiii)
EXCHANGE OF STOCK AND OTHER ASSETS AGREEMENT
THIS AGREEMENT BY AND BETWEEN FAB GLOBAL, INC. (FABG), a Georgia
corporation, and WAVECOUNT, INC. (WVCI),a Delaware corporation, is made this
11th day of February, 2000.
FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN MADE, and other good
and valuable consideration, the parties hereto agree as follows:
1. On the closing hereof, or such other date as the parties may agree, FABG
shall convey to WVCI 5, 830,000 shares of its voting common stock.
Simultaneously, or as soon thereafter as reasonably practicable, FABG shall
amend its charter to change its name to Dupont Direct Financial Holdings, Inc.
(DDFH), and shall appoint Xxxxx Xxxxx, Xxxx Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxx,
Xxxxx X. Xxxxxxx, and Xxxxx X. Xxxxxxxxxx as new directors, to serve until their
successors have been duly chosen. Upon the completion of these actions, Xxxxx X.
Xxxxxx shall resign as the incumbent sole director and Chief Executive Officer.
All requisite conforming modifications to FABG's organic documents shall be
undertaken forthwith.
2. Concurrently with the foregoing, or as expeditiously as possible
thereafter in conformity with all requisite legal and other regulatory
requirements, WVCI shall convey all of its rights, titles, and interests in and
to (1) Dupont Securities Group, Inc. (DSGI); (2) Wavecount Futures, Inc.; (3)
Native American Financial Services, Inc.; (4) Wavecount Asset Management, Inc.;
(5) A Letter of Intent to acquire B&S Portfolio Management GmbH; (6) 250,000
shares of Immediate Entertainment Group, Inc.; (7) 250,000 shares of Chariot
International Holdings, Inc.; and (8) 300,000 shares of Kings Road
Entertainment, Inc. to FABG/DDFH.
3. This Agreement shall be governed under the laws of New York, without
regard to the conflicts of laws provisions thereof.
FAB Global, Inc. Wavecount, Inc.
/s/ _______________ __ /s/____________________
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxxx
President and Chairman President and Chairman
