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EXHIBIT 10.3
ACQUISITION AGREEMENT AND CLOSING MEMORANDUM
This Acquisition Agreement and Closing Memorandum (this "Agreement") is entered
into as of April 23, 1998, by and between Basic Technologies, Inc., a Colorado
corporation ("Basic") and Yankee Development Corp., a Texas corporation
("Yankee").
On this date, Basic and Yankee have consummated a business combination on the
following terms:
1. The transactions set forth below have been duly authorized by the respective
boards of directors of Basic and Yankee.
2. Yankee and the undersigned agent of Yankee jointly and severally represent
and warrant that all documents and information furnished to Basic in connection
with the transactions set forth below are true and accurate.
3. Basic and the undersigned agent of Basic jointly and severally represent and
warrant that all documents and information furnished to Yankee in connection
with the transactions set forth below are true and accurate.
4. Yankee has delivered to Basic stock certificates representing 100% of the
issued and outstanding shares of Yankee (the "Yankee Stock"), each certificate
bearing an endorsement in blank and duly signed by the shareholder named on the
face of the certificate.
In exchange for the Yankee Stock, Basic has issued 5, , shares (the "Basic
Shares") of its authorized but previously unissued common stock to the
shareholders of Yankee named on Exhibit A to this Agreement (the "Yankee
Shareholders"), and the In the respective numbers of shares set forth on
Exhibit A. The Basic Shares will, immediately following issuance, represent
approximately 90% of the issued and outstanding capital stock of Basic.
6. On behalf of Basic, Xxxx Xxxxxxx undertakes to cause individual stock
certificates, representing the Basic Shares, to be issued, executed, and
delivered to the Yankee Shareholders as soon as shall be practicable.
In witness whereof, the undersigned have caused this Agreement to be executed
as of the first date above written.
/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
duly authorized agent of
Basic Technologies, Inc.
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
duly authorized agent of
Yankee Development Corp.
