EXHIBIT 2.4
AGREEMENT
February 27, 2004
Xxxxxx Corporation,
Voium Technologies Ltd
Nations Corp Limited
Nations Investment Corp
Gentlemen
The purpose of this letter is to evidence our agreement with
respect to the transaction involving Xxxxxx Corporation ("Xxxxxx"), Voium
Technologies Ltd ("Voium"). Nations Corp Limited ("NCL"). Nations Investment
Corp ("NIC"), China Voice Corp ("CVC") and Integrated Performance Systems,
Inc ("IPS").
The parties have agreed as follows:
1) IPS will transfer its 48% ownership interest in Voium.
along with 1,000,000 shares of IPS common stock to CVC
in exchange for 60% of the outstanding stock of CVC, as
per the list attached. ("Annex A").
2) The Voium shareholders representing Voium shareholders
and others collectively owning 52% of Voium will
transfer their Voium shares to CVC in exchange for
11.4% interest in CVC, as per Annex A,
3) Xxxxxx will assign its exclusive interest in its VOLP
license issued by the Government of China, and all
related, rights to CVC or a subsidiary of CVC in
exchange for a. 28.6% interest in CVC.
4) CVC will issue 50 million shares to IPS, the Voium
shareholders, NCL, NIC and Xxxxxx to be allocated as
described in Annex A and subject to the adjustment
described in paragraph 5.
5) As soon as practically possible after the issuance of
shares to IPS, IPS shall distribute all of the CVC
shares so issued to its common and preferred
shareholders (the "Spin Off"). IPS common shareholders
shall receive 1 CVC share for each common share of IPS
and its voting preferred shareholders shall receive 1
CVC share for each common share voting equivalent, and
30 million shares. The total number of shares issued
to IPS, the Voium shareholders, and Xxxxxx shall be
adjusted to preserve the ownership percentages set
forth in paragraphs 1, 2 and 3.
6) CVC shall initiate the process of becoming a fully
reporting U.S. public company as soon as is practically
possible after the Spin Off transaction is completed.
7) This agreement shall be binding on all parties. IPS
represents that it can obtain the required shareholder
approval for the Spin Off transaction and all parties
agree to execute such documents as may be necessary to
effectuate this agreement.
8) This agreement shall be effective as of February 27,
2004.
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D. Xxxxxx Xxxxx
President IPS
President CVC
Agreed:
Xxxxxx Corporation __________________
by Xxx Xxxxxxx
Voium Technologies Ltd ------------------
by Xx Xxxx Aik
Nations Corp Limited ------------------
by Hin Hiong Khoe
Nations Investment Corp ------------------