BUSINESS SALES AGREEMENT

THIS BUSINESS SALES AGREEMENT (this "Agreement") is made this 26th day of April 1999, by and among Txon

International Development Corporation, a Nevada corporation ("Txon"), Xxxxx

Enterprises, Inc-, a Utah corporation ("Xxxxx"), and Xxxxxx X. Xxxxxxxxx, an individual ("Xxxxxxxxx").

Recitals

a) Txon is in the business of development and construction of commercial, residential, resort and expatriate facilities.

b) Txon is interested in expanding its operation to include "in house" construction capabilities;

c) Xxxxx owns all the stock of Xxxxx Construction Company, Inc. which engages in commercial construction projects in the State of Utah and elsewhere; and

d) Txon and Xxxxx have negotiated the following terms and conditions for Txon's acquisition of Xxxxx.

Agreement

Based on the foregoing Recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereafter set forth, the MUTUAL benefits to the parties to be derived therefrom and other good and valuable consideration, the adequacy of which arc hereby acknowledged, it is hereby agreed as follows:

ARTICLE I

PURCHASE OF XXXXX

1.01 Exchange of shares. On the terms and subject to the condition set forth in this Agreement, on the Closing Date (as defined in Section 1.05 hereof). Xxxxxxxxx shall assign, transfer, and deliver to Txon, free and clear of all lines, pledges, encumbrances, charges, restrictions, or claims of any kind, nature or description, all issued and outstanding shares of stock of Xxxxx (the "Xxxxx Shares"). The transfer of Xxxxx Shares by Xxxxxxxxx shall be effected by the delivery to Txon at the closing (as set forth in Section 1.05 hereof) of certificates representing the transferred shares endorsed to Txon with signatures medallion guaranteed. At the closing and from time to time thereafter, Xxxxxxxxx shall execute such additional instruments and take such other action as Txon may reasonably request, without cost to Xxxxxxxxx in order to more effectively sell, transfer and assign clear titled and ownership in the Xxxxx Shares to Txon. After giving effect to the transaction contemplated hereby the parties intend that Txon will own all the issued and outstanding shares of Xxxxx and Xxxxx will be a wholly owned subsidiary of Txon.

1.02 Payment for Xxxxx Shares. In return for the transfer of Xxxxx Shares, Txon shall: (a) pay Xxxxxxxxx Twenty Million Dollars ($20,000,000) on the Closing Date in accordance with the terms set forth below; and (b) issue to Xxxxxxxxx on the Closing Date Two Million Dollars ($2,000,000) worth of Txon's common stock, pay value $0.0012 per share ("Txon Common Stock") with such worth, solely for the purpose of this Agreement, determined by the lower of the (i) ten day average trading price for the Txon common stock, or such shorter period as the shares of Txon Common Stock have been listed on a securities exchange or the National Association of Securities Dealer's Automatic Quotation System; or (ii) the initial public offering price of the Txon Common Stock. Txon shall pay Xxxxxxxxx the Twenty Million Dollars ($20,000,000) on the Closing Date by: (a) paying Xxxxxxxxx in certified funds so much of the Twenty Million ($20,000,000) as Txon shall determine is appropriate given the amount of money Txon has available to it and considering Txon's operating needs, but in any event no less than Fourteen Million Dollars($14,000,000); and (b) by executing and delivering to Xxxxxxxxx on the Closing Date a Promissory Note identical in form to Exhibit "A" attached hereto for the difference between Twenty Million Dollars ($20,000,000) and the amount paid to Xxxxxxxxx in certified funds.

1.03 Transfer of Txon Common Stock to be Tax Neutral. In addition tot he foregoing Txon will loan Xxxxxxxxx any and all amounts necessary to pay taxes he incurs as a result of receipt of the Two Million Dollars ($2,000,000) worth of Txon Common Stock shall be taxed at the highest marginal tax rate applicable to Xxxxxxxxx in the year he incurs liability for such taxes. To secure payment of said taxes, on the Closing Date Txon shall place in an interest bearing account on which both Xxxxxxxxx and Txon are joint signatories and at an institution acceptable to Xxxxxxxxx certified funds in an amount sufficient to pay the estimated additional tax liability Xxxxxxxxx will incur as a result of receiving such stock, but in no event less that Six hundred thousand dollars ($600,000). Upon payment of said taxes, any amounts remaining in escrow will be disbursed to Txon. In the event that the escrowed funds are insufficient to pay such taxes, Txon will pay the balance to Xxxxxxxxx immediately on demand. At such time as Xxxxxxxxx sells all or any part of the Txon Common Stock issued to Xxxxxxxxx on the Closing Date, Xxxxxxxxx will reimburse Txon for any tax payment Txon has made on Xxxxxxxxx'x behalf pursuant to this section from the net proceeds of such sale until Txon has been fully repaid with interest at the then prevailing imputed interest rate set forth by the Internal Revenue Service. For purposes of this section, the net proceeds from any sale by Xxxxxxxxx of such stock shall be: (a) the sales price of such stock; less (b) the amount of any commission, brokerage or other transaction fee; less (c) Xxxxxxxxx'x unpaid tax liability for any income received by Xxxxxxxxx as a result of the sale. In the event that such sales of the stock do not generate sufficient net proceeds to fully reimburse Txon for any tax payment made by Txon pursuant to this section, Xxxxxxxxx'x reimbursement obligation to Txon will be canceled and Xxxxxxxxx shall have no further obligation to reimburse Txon for taxes Txon has paid on Xxxxxxxxx'x behalf.

1.04 Basis for Purchase Price. The purchase price for acquisition of the Xxxxx Shares set forth above is based upon Xxxxx'x financial condition as of the date of this Agreement and notupon any projected increase in revenues or business. Xxxxx shall be considered to have adequate value to support the purchase price if on the Closing Date it has:

(a) signed contracts for future work or work in progress having a minimum contract balance of Fifteen Million Dollars ($15,000,000);

(b) operating capital of at least Five Hundred Thousand Dollars ($500,000); and

1.05 Closing and Parties. The closing contemplated hereby shall be held at a mutually agreed upon place on May 1, 2000, or on an earlier date to be agreed to in writing by the parties (the "Closing Date"). Time is of the essence as it pertains to the Closing Date. Unless the closing occurs by the Closing Date, this Agreement shall be null and void and of no force or effect. The closing may occur at any time following approval by a majority of the shareholders of Txon Common Stock as set forth in Section 4.01 hereof and the approval of Xxxxx as set forth in Section 5.01. The closing may be accomplished by wire, express mail, overnight courier, conference telephone call or as otherwise agreed to by the respective parties or their duly authorized representatives.

1.06 Closing Events.

(a) Txon Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IV, Txon shall deliver to Xxxxx at closing all of the following:

(i)A certificate of good standing from the State of Nevada, issued as of a date within five days prior to the Closing Date, certifying that Txon is in good standing as a corporation;

(ii) A certificate from the State of Utah certify- that Txon is qualified to do business in the State of Utah;

(iii) Incumbency and specimen signature certificates dated the Closing Date with respect to the officers of Txon executing this Agreement and any other document delivered pursuant hereto on behalf of Txon;

(iv) Copies of the resolutions of Txon's board of directors and consent of shareholders authorizing the execution and performance of this Agreement and the contemplated transactions, certified by the secretary or an assistant secretary of Txon as of the Closing Date;

(v) The certificate contemplated by Section 4.03, duly executed by the chief executive officer of Txon;

(vi) The certificate contemplated by Section 4.04, dated the Closing Date, signed by the chief executive officer of Txon;

(vii) Certificates for Two Million Dollars ($2,000,000) worth of Txon Common Stock issued in the name of Xxxxxxxxx or his designee as described in Section 1.02;

(viii) A Promissory Note identical in form to Exhibit "A" for the amount of Twenty Million Dollars ($20,000,000) less the amount paid to Xxxxxxxxx or his designee in certified funds pursuant to (x) above;

(ix) Employment Agreements identical in form to Exhibits "B" and "C" duly executed by Txon;

(x) A Voting Trust Agreement identical in form to Exhibit "D" signed by all parties thereto except Xxxxxxxxx; and

(xi) A minimum of Fourteen Million Dollars ($14,000,000) in certified funds payable to Xxxxxxxxx or his designees.

In addition to the above deliveries, Txon shall take all steps and actions as Xxxxx and Xxxxxxxxx may reasonably request or as may otherwise be reasonably necessary to consummate the transactions contemplated hereby.

(b) Xxxxx Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article V, Xxxxx and/or Xxxxxxxxx shall deliver to Txon at closing all of the following:

(i) A certificate of good standing from the secretary of State of Utah, issued as of a date within five days prior to the Closing Date certifying that Xxxxx is in good standing as a corporation in the State of Utah;

(ii) Incumbency and specimen signature certificates dated the Closing Date with respect to the officers of Xxxxx executing this Agreement and any other document delivered pursuant hereto on behalf of Xxxxx;

(iii) Copies of resolutions of the board of directors and sahreholders of Xxxxx authorizing the execution and performance of this Agreement and contemplated transactions, certified by the secretary or an assistant secretary of Xxxxx as of the Closing Date;

(iv) The certificate contemplated by Section 5.03, executed by the chief operating officer of Xxxxx;

(v) The certificate contemplated by Section 5.05, dated the Closing Date, signed by the chief operating officer of Xxxxx;

(vi) An Employment Agreement identical in form to Exhibit "B" duly executed by Xxxxxxxxx; and

(vii) A Voting Trust Agreement identical in form to Exhibit "D" signed by Xxxxxxxxx.

In addition to the above deliveries, Xxxxx shall take all steps and actions as Txon may reasonably request or as may otherwise be reasonably necessary to consummate the transactions contemplated hereby.

1.07. Termination

(a) This Agreement may be terminated by the board of directors of either Txon or Xxxxx at any time prior to the Closing Date if. (i) There shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the reasonable judgment of such board of directors, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the transactions contemplated by this Agreement; or (ii) Any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions or in the reasonable judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the exchange.

In the event of termination pursuant to this paragraph (a) of Section 1.07, no obligation, right, or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, preparation, and execution of this Agreement and the transactions contemplated hereby.

(b) This Agreement may be terminated at any time prior to the closing by action of the board of directors of Txon if (i) Xxxxx shall fail to substantially comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Xxxxx contained herein shall be inaccurate material respect, or (ii) Txon determines that there has been or is likely to be any material adverse change in the legal condition of Xxxxx; (iii) Xxxxx cannot satisfy the financial criteria set forth in Section 1.04 on the Closing Date; or (iv) Txon is unable to raise the fourteen million dollars ($14,000,000) payable to Xxxxxxxxx plus two million five hundred thousand dollars ($2,500,000) in additional operating capital for Txon and Xxxxx and to fund the account contemplated in Section 1.03 by the Closing Date as set forth in Section 5.03.

In the event of termination pursuant to this paragraph (b) of this Section 1.07, no obligation, right, remedy, or liability shall arise hereunder. All parties shall bear their own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and the transactions contemplated hereby.

(c) This Agreement may be terminated at any time prior to the closing by Xxxxxxxxx or action of the board of directors of Xxxxx if; (i) Txon shall fail to substantially comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Txon contained herein shall be inaccurate in any material respect, (ii) Xxxxx or Xxxxxxxxx determines that there has been or is likely to be any adverse change in the financial or legal condition of Txon, or (iii) Txon is unable to raise the fourteen million dollars ($14,000,000) payable to Xxxxxxxxx plus two million five hundred thousand dollars ($2,500,000) in additional operating capital for Txon and Xxxxx and to fund the account contemplated by Section 1.03 by the Closing Date as set forth in Section 5.04.

In the event of termination pursuant to this paragraph (c) of this section 1.07, no obligation, right, remedy, or liability shall arise hereunder. All parties shall each bear their own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and the transactions contemplated hereby.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF TXON

As an inducement to, and to obtain the reliance of Xxxxx, Txon represents and warrants as follows:

2.01 Organization. Txon is, and will be on the Closing Date, a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the corporate power and is and will be duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there are no other jurisdictions in which it is not so qualified in which the character and location of the assets owned by it or the nature of the material business transacted by it requires qualification, except where failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Txon's articles of incorporation or bylaws, or other agreement to which it is a party or by which it is bound.

2.02 Approval of Agreement. Txon has full power, authority, and legal right and has taken, or will take, all action required by law, its articles of incorporation, bylaws, and otherwise to execute and deliver this Agreement and to consummate the transactions herein contemplated. The board of directors of Txon has authorized and approved the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; subject to the approval of the Txon stockholders and compliance with state and federal corporate and securities laws.

2.03 Capitalization. The authorized capitalization of Txon consists of 50,000,000 shares of common stock, $0.001 par value, of which 5,000,000 shares are issued and outstanding and 5,000,000 shares of preferred stock having a par value of $0.001 per share, none of which have been issued or are outstanding. All issued and outstanding shares of Txon are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of Txon. Txon represents that there is no other authorized, issued or outstanding stock in Txon.

2.04. Financial Statements.

(a) Included in Schedule 2.04 are the unaudited balance sheets of Txon as of December 31, 1998 and the related statements of operations, stockholders' equity (deficit), and cash flows ending December 31, 1998 from inception through December 31, 1998, including the notes thereto.

Prior to the Closing Date, Txon shall deliver the compiled balance sheet of Txon as of the close of the prior quarter, and the related statements of operations, stockholders' equity (deficit), and cash flows for the same period., together with the notes thereto and representations by the principal accounting, and financial officer of Txon to the effect that such financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated.

(b) The financial statements of Txon delivered pursuant to Section 2.04(a) have been prepared substantially in accordance with generally accepted accounting principles consistently applied throughout the periods involved as explained in the notes to such financial statements. The Txon financial statements present fairly, in all material respects, as of their respective dates, the financial position of Txon. Txon did not have, as of the date of any such financial statements, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected therein in accordance with generally accepted accounting, principles and all assets reflected therein presently fairly the assets of Txon in accordance with generally accepted accounting principles

(c) Txon has filed or will file as of the Closing Date all tax returns required to be filed by it from inception to the Closing Date. All such returns and reports are accurate and correct in all material respect. Txon has no material liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the date of the most recent balance sheet of Txon, except to the extent reflected on such balance sheet and all such dates and years and periods prior thereto and for which Txon may at said date have been liable in its own right or as transferee of the assets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and payable, and to the best knowledge of Txon, no deficiency assessment or proposed adjustment of any such tax return is pending, proposed or contemplated. To the best knowledge of Txon, none of such income tax returns has been examined or is currently being examined by the Internal Revenue Service and no deficiency assessment or proposed adjustment of any such return is pending, proposed or contemplated. Txon has not made any election pursuant to the provisions of any applicable tax laws (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material adverse affect on Txon, its financial condition, its business as presently conducted or proposed to be conducted, or any of its respective properties or material assets. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of Txon.

2.05 Outstanding Warrants and Options. Txon has no existing warrants or options, calls, or commitments of any nature relating to the authorized and unissued Txon Common Stock.

2.06 Information. The information concerning Txon set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading. Txon shall cause the schedules delivered by it pursuant hereto and the instruments delivered to Xxxxx hereunder to be updated after the date hereof up to and including the Closing Date.

2.07 Absence of Certain Changes or Events. Except as set forth in this Agreement or the schedules hereto,.since the date of the most recent Txon balance sheet described in Section 2.04 and included in the information referred to in Section 2.06:

(a) There has not been (i) any material adverse change in the business, operations, properties, level of inventory, assets, or condition of Txon or (ii) any damage, destruction, or loss to Txon (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of Txon;

(b) Txon has not (i) amended its articles of incorporation or bylaws;

(ii) declared or made, or agreed to declare or make, any payment of dividends

or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of Txon; (iv) made any material chance in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses special compensation of any kind or any severance or termination to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;

(c) Txon has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Txon balance sheet and current liabilities incurred since that date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000 or canceled, or agreed to cancel, any debts or claims (except debts and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Txon; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and

(d) To the best knowledge of Txon, it has not become subject to any law or regulation which materially and adversely affects, or in the future would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of Txon.

2.08 Litigation and Proceedings. There are no material actions, suits, or administrative or other proceedings pending or, to the knowledge of Txon, threatened by or against Txon or adversely affecting Txon or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Txon does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.

2.09 Compliance With Laws and Regulations. Txon has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance (i) could not materially and adversely affect the business, operations, properties, assets, or condition of Txon or (ii) could not result in the occurrence of any material liability for Txon. To the best knowledge of Txon, the consummation of this transaction will comply with all applicable statutes and regulations. subject to the preparation and filing of any forms required by state and federal securities laws,

2.10 Material Contract Defaults. Txon is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or condition of Txon, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Txon has not taken adequate steps to prevent such a default from occurring.

2.11 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which Txon is a party or to which any of its properties or operations are subject.

2.12 Subsidiary. Txon does not own, beneficially or of record, any equity securities in any other entity.

2.13 Txon Schedules. Txon has delivered to Xxxxx the following schedules, which are collectively referred to as the "Txon Schedules" and which consist of the following separate schedules dated as of the date of execution of this Agreement, all certified by a duly authorized officer of Txon as complete, true, and accurate:

(a) A schedule including copies of the articles of incorporation and bylaws of Txon in effect as of the date of this Agreement;

(b) A schedule containing copies of resolutions adopted by the board of directors of Txon approving this Agreement and the transactions herein contemplated;

(c) A schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Txon since the most recent Txon balance sheet, required to be prov ided pursuant to Section 2.04 hereof,

(d) A schedule setting forth the financial statements required pursuant to Section 2.04(a) hereof, and

(e) A schedule setting forth any other information, togther with any required copies of documents, required to be disclosed in the Txon Schedules by Sections 2.01 through 2.12.

Txon shall cause the Txon Schedules and the instruments delivered to Xxxxx hereunder to be updated after the date hereof up to and including a specified date not more than three business days prior to the Closing Date. Such updated Txon Schedules, certified in the same manner as the original Txon Schedules, shall be delivered prior to and as a condition precedent to the obligation of Xxxxx to close.

ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF XXXXX

As an inducement to, and to obtain the reliance of Txon, Xxxxx represents and warrants as follows:

3.01 Organization. Xxxxx is, and will be on the Closing Date, a corporation duly organized, validly existing, and in good standing under the laws of the State of Utah and has the corporate power and is and will be duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there are no other jurisdictions in which it is not so qualified in which the character and location of the assets owned by it or the nature of the material business transacted by it requires qualification, except where failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition of Xxxxx.

The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Xxxxx'x articles of incorporation or bylaws, or other material agreement to which it is a party or by which it is bound.

3.02 Approval of Agreement. Xxxxx has full power, authority, and legal right and has taken, or will take, all action required by law, its articles of incorporation, bylaws, or otherwise to execute and deliver this Agreement and to consummate the transactions herein contemplated. The board of directors of Xxxxx have authorized and approved the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; subject to the approval of Xxxxxxxxx and compliance with state and federal corporate and securities laws.

3.03 Capitalization. The authorized capitalization of Xxxxx consists of 50,000 shares of common stock of which 3,255.1 shares are issued and outstanding.

All issued and outstanding shares of Xxxxx are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of Xxxxx.

3.04 Financial Statements. (a) included in Schedule 3.04 are the audited balance sheet of Xxxxx as of December 31, 1998, and the related statements of operations, cash flows, and stockholders' equity for the period from inception to December 31, 1998, including the notes thereto, and the accompanying report of Leverich, Rasmuson, Xxxxxxx, independent certified public accountants. Prior to the Closing Date, Xxxxx shall deliver the compiled balance sheet of Xxxxx as of the close of the prior quarter, and the related statements of operations, stockholders' equity (deficit), and cash flows for the same period, together with the notes thereto and representations by the chief operating officer of Xxxxx to the effect that such financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated.

(b) The audited financial statements delivered pursuant to Section 3.04(a) have been prepared substantially in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The financial statements of Xxxxx present fairly, as of their respective dates, the financial position of Xxxxx. Xxxxx did not have, as of the date of any such balance sheets ' except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in any financial statements or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein present fairly the assets of Xxxxx as of the date thereof, in accordance with generally accepted accounting principles. The statements of revenue and expenses and cash flows present fairly the financial position and result of operations of Xxxxx as of their respective dates and for the respective periods covered thereby.

(c) Xxxxx has filed or will have filed as of the Closing Date all tax returns required to be filed by it from inception to the Closing Date.

All such returns and reports are accurate and correct in all material respects. Xxxxx has no material liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the date of the most recent unaudited balance sheet of Xxxxx, except to the extent reflected on such balance sheet and adequately provided for, and all such dates and years and periods prior thereto and for which Xxxxx may at said date have been liable in its own right or as transferee of the assets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and payable, and to Xxxxx'x knowledge no deficiency assessment or proposed adjustment of any such tax return is pending, proposed or contemplated. Proper and accurate amounts of taxes have been withheld by or on behalf of Xxxxx with respect to all material compensation paid to employees of Xxxxx for all periods ending on or before the date hereof, and all deposits required with respect to compensation paid to such employees have been made, in complete compliance with the provisions of all applicable federal, state, and local tax and other laws. To Xxxxx'x knowledge, none of such income tax returns has been examined or is currently being examined by the Internal Revenue Service, and no deficiency assessment or proposed adjustment of any such return is pending, proposed, or contemplated.

Xxxxx has not made any election pursuant to the provisions of any applicable tax laws (other than eections that relate solely to methods of accounting, depreciation, or amortization) that would have a material adverse affect on Xxxxx, its financial condition, its business as presently conducted or proposed to be conducted, or any of its properties or material assets. There are no tax liens upon any of the assets of Xxxxx. There are no outstanding agreements or waivers extending the Statutory period of limitation applicable to any tax return of Xxxxx.

3.05 Outstanding Warrants and Options. Xxxxx has no issued warrants or options, calls, or commitments of any nature relating to the authorized and unissued Xxxxx Stock.

3.06 Disclosure. No representation or warranty by Xxxxx in this Agreement and no statement contained in the schedules delivered by Xxxxx pursuant hereto contains any untrue or misleading statement of a material fact or omits any fact necessary to make them not misleading. Xxxxx shall cause the schedules delivered by Xxxxx pursuant hereto to Txon hereunder to be updated after the date hereof up to and including the Closing Date.

3.07 Absence of Certain Changes or Events. Except as set forth in this Agreement or the schedules hereto as update to the time of closing, since the date of the most recent Xxxxx balance sheet described in Section 3.04:

(a) There has not been (i) any material adverse chance in the business, operations, properties, level of inventory, assets, or condition of Xxxxx or (ii) any damage, destruction, or loss to Xxxxx materially and adversely affecting the business, operations, properties, assets, or conditions of Xxxxx. (b) Xxxxx has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; or (iii) waived any rights of value which in the aggregate are extraordinary and material considering the business of Xxxxx; (iv) made any material change in its method of accounting.

(c) Xxxxx has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Xxxxx balance sheet and current liabilities incurred since that date in the ordinary course of business except payments made in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights, or agreed to cancel, any material debts or claims except in the ordinary course of business; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering The business of Xxxxx, except in the ordinary course of business; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To the best knowledge of Xxxxx, it has not become subject to any law or regulation which materially and adversely affects, or in the future would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of Xxxxx.

3.08 Title and Related Matters. Except as provided herein or disclosed in the most recent Xxxxx balance sheet and the notes thereto, Xxxxx has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, and assets, which are reflected in the most recent Xxxxx balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except

(i) statutory liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of Xxxxx its technology does not infringe on the copyright, patent, trade secret, knowhow, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of Xxxxx is now being conducted or as contemplated.

3.09 Litigation and Proceedings. Except as otherwise disclosed in schedule 3.09, there are no material actions, suits, or proceedings pending or, to the knowledge of Xxxxx, threatened by or against Xxxxx or adversely affecting Xxxxx, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Xxxxx does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.

3.10 Material Contract Defaults. Except as may be determined in the actions or claims set forth in Schedule 3.09, Xxxxx is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or condition of Xxxxx, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Xxxxx has not taken adequate steps to prevent such a default from occurring.

3.11 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which Xxxxx is a party or to which any of its properties or operations are subject.

3.12 Governmental Authorizations. Xxxxx has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date of this Agreement. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby.

3.13 Compliance With Laws and Regulations. Xxxxx has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Xxxxx or except to the extent that noncompliance would not result in the occurrence of any material liability for Xxxxx. To the best knowledge of Xxxxx, the consummation of this transaction will comply with all applicable statutes and regulations, subject to the preparation and filing of any forms required by state and federal security laws.

3.14 Subsidiary. Xxxxx owns all stock of Xxxxx Construction Co., Inc. which in turn owns all stock in precision Steel, Inc., both Utah corporations.

3.15 Xxxxx Schedules. Xxxxx has delivered to Txon the following schedules, which are collectively referred to as the "Xxxxx Schedules" and which consist of the following separate schedules dated as of the date of execution of this Agreement, and instruments and Txon as of such date, all certified by the chief executive officer of Xxxxx as complete, true, and accurate:

(a) A schedule including copies of the articles of incorporation and bylaws of Xxxxx and all amendments thereto in effect as of the date of this Agreement;

(b) A schedule containing copies of resolutions adopted by the board of directors of Xxxxx approving this Agreement and the transactions herein contemplated as referred to in Section 3.02;

(c) A schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Xxxxx since the most recent Xxxxx balance sheet, required to be provided pursuant to Section 3.04 hereof,

(d) A schedule setting forth the financial statements required pursuant to Section 3.04 (a) hereof, and

(e) A schedule setting forth any other information, to either with any required copies of documents, required to be disclosed in the Xxxxx Schedules by Sections 3.01 through 3.14.

Xxxxx shall cause the Xxxxx Schedules and the instruments delivered to Txon hereunder to be updated after the date hereof up to and including a specified date not more than three business days prior to the Closing Date. Such updated Xxxxx Schedules, certified in the same manner as the original Xxxxx Schedules, shall be delivered prior to and as a condition precedent to the obligation of Txon to close.

3.16 Limited Representation and Warranties. Neither Xxxxx nor Xxxxxxxxx have made any representations and warranties of any kind except those contained in this Agreement.

ARTICLE IV

CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX

The obligations of Xxxxx and Xxxxxxxxx under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

4.01 Shareholder Approval. Txon shall call and hold a meeting of its stockholders, or obtain the written consent of a majority of its stockholders, to approve the transactions contemplated by this agreement.

4.02 Accuracy of Representations. The representations and warranties made by Txon in this Agreement were true when made and shall be true at the Closing Date with the same force and affect as if such representations and warranties were made at and as of the Closing Date and Txon shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Txon prior to or at the closing. Xxxxx shall be furnished with certificates, signed by duly authorized officers of Txon and dated the Closing Date, to the foregoing effect.

4.03 Officer's Certificates. Xxxxx shall have been finished with certificates dated the Closing Date and signed by the duly authorized chief executive officer of Txon to the effect that to such officer's best knowledge no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of Txon threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement. Furthermore, based on certificates of good standing, representations of government agencies, and Txon's own documents and information, the certificate shall represent, to the best knowledge of the officer, that:

(a) This Agreement, the Promissory Note attached as Exhibit "A", the Employment Agreements attached as Exhibits " B" and "C" and the Voting Trust Agreement attached as Exhibit "D" have been duly approved by Txon's board of directors and stockholders and have been duly executed and delivered in the name and on behalf of Txon by its duly authorized officers pursuant to, and in compliance with, authority granted by the board of directors of Txon pursuant to a unanimous consent;

(b) There have been no material adverse changes in Txon up to and including, the date of the certificate;

(d) All authorizations, consents, approvals, registrations, and/or filings with any governmental body, agency, or court required in connection with the execution and delivery of the documents by Txon have been obtained and are in full force and effect or, if not required to have been obtained, will be in full force and effect by such time as may be required; and

(e) There is no material action, suit, proceeding, inquiry, or investigation at law in rein an or in equity by any public board or body pending or threatened against Txon, when unfavorable decision, ruling, or finding could have an adverse effect on the financial condition of Txon, the operation of Txon, or the acquisition and reorganization contemplated herein, or any agreement or instrument by which Txon is bound or in any way contests the existence of Txon.

4.04 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of Txon, nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations of Txon.

4.05 Good Standings. Xxxxx shall have received a certificate of good standing from the secretary of the State of Nevada, dated as of the date within five days prior to the Closing Date, certifying that Txon is in good standing as a corporation and a certificate from the State of Utah certifying that Txon is qualified to do business in the State of Utah.

4.06 Other Items. Xxxxx shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as Xxxxx may reasonably request.

4.07 Raising CAPITAL. Txon shall have raised a minimum of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) to acquire Xxxxx and obtain operating capital for Xxxxx and Txon and fund the account contemplated by Section 1.03

ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS OF TXON

The obligations of Txon under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

5.01. Shareholder Approval. Xxxxx shall call and hold a meeting of its stockholders, or obtain through a majority written consent of its stockholders, whereby the stockholders of Xxxxx authorize and approve this Agreement and the transactions contemplated hereby.

5.02 Xxxxx Stockholders. Holders of all of the issued anc, outstanding Xxxxx Shares shall agree to the exchange of shares contemplated by this Agreement.

5.03 Raising Capital. Txon shall have raised sixteen million five hundred thousand dollars ($16,500,000) to acquire Xxxxx and obtain operating capital for Xxxxx and Txon and to find the account contemplated by Section 1.03.

5.04 Accuracy of Representations. Any representations and warranties made by Xxxxx in this Agreement were true when made and shall be true at the Closing Date with the same force and affect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and Xxxxx shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Xxxxx prior to or at the closing. Txon shall be furnished with a certificate, singed by a duly authorized officer of Xxxxx and dated the Closing Date, to the foregoing effect.

5.05 Officer's Certificates. Txon shall have been furnished with certificates dated the Closing Date and singed by the duly authorized chief operating officer of Xxxxx to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of Xxxxx, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

Furthermore, based on certificates of good standing, representations of government agencies, and Xxxxx'x own documents, the certificate shall represent, to the best knowledge of the officer, that:

(a) This agreement has been duly approved by Xxxxx'x board of directors and stockholders and has been duly executed and delivered in the name and on behalf of Xxxxx by its duly authorized officers pursuant to, and in compliance with, authority granted by the board of directors of Xxxxx pursuant to a unanimous consent of its board of directors and a majority vote of its stockholders;

(b) Except as provided or permitted herein, there have been no material adverse changes in Xxxxx up to and including the date of the certificate which would prevent it from satisfying the financial criteria set forth in Section 1.04;

(c) All authorizations, consents, approvals, registrations, and/or filing with any governmental body, agency, or court required in connection with the execution and delivery of the documents by Xxxxx have been obtained and are in full force and effect or, if not required to have been obtained will be in full force and effect by such time as may be required; and

(d) Except as otherwise disclosed in Schedule 3.09, there is no material action, suit, proceeding, inquiry, or investigation at law or in equity by any public board or body pending or threatened against Xxxxx, wherein an unfavorable decision, ruling, or finding would have an adverse affect on the financial condition of Xxxxx, the operation of Xxxxx, or the acquisition and reorganization contemplated herein, or any material agreement or instrument by which Xxxxx is bound or would in any way contest the existence of Xxxxx.

5.06 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of Xxxxx, nor shall any, event have occurred which, with the lapse of time or the giving of notice, may preclude Xxxxx from satisfying the financial criteria set forth in Section 1.04.

5.07 Good Standing. Txon shall have received a certificate of good standing from the appropriate authority in the State of Utah, dated as of a date with five days prior to the Closing Date, certifying that Xxxxx is in good standing as a corporation in the State of Utah.

5.08 Other Items. Txon shall have received such further documents certificates, or instruments relating to the transactions contemplated hereby as Txon may reasonably request.

ARTICLE VI

SPECIAL COVENANTS

6.01 Activities of Txon and Xxxxx

(a) From and after the date of this Agreement until the Closing Date and except as set forth in the respective schedules to be delivered by Txon and Xxxxx pursuant hereto or as permitted or contemplated by this Agreement, Txon and Xxxxx will each:

(i) Carry on its business in substantially the same manner as it has heretofore;

(ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

(iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

(iv) Use its best efforts to maintain and preserve it business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers;

(v) Duly and timely file for all taxable periods ending on or prior to the Closing Date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity pr for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending, on the Closing Date.; and

(vi) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state 'laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

(b) From and after the date of this Agreement and except as provided herein until the Closing Date, Txon and Xxxxx will not:

(i) Make any change in its articles of incorporation or bylaws;

(ii) Enter into or amend any material contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business; and

(iii) Enter into any agreement for the sale of Xxxxx or Txon securities without the prior approval of the other party.

(c) Nothing contained herein shall be construed to prohibit Xxxxx Construction Company from entering into construction contracts of any size, from paying out any or all of its earnings to its shareholders or to its employees by way of bonus or otherwise from the date hereof through closing. Such payments are not limited to and may be greater than the amounts of historical payments of earnings or bonuses so long as the amounts paid reasonably take into account the operating needs of the Company.

6.02 Access to Properties and Records. Until the Closing Date, Xxxxx and Txon will afford to the other party's officers and authorized representatives full access to the properties, books, and records of the other party in order that each party may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of Xxxxx or Txon and will finish the other party with such additional financial and other information as to the business and properties of Xxxxx or Txon as each party shall from time to time reasonably request.

6.03 Indemnification by Xxxxx. Subject to the other provisions in this Agreement, Xxxxx will indemnify, defend, and hold harmless Txon and its directors and officers from and against any and all claims, losses, damages, expenses, and liabilities arising out of or incurred with respect to any breach of any representation or warranty of Xxxxx contained in this Agreement.

6.04. Indemnification by Txon. Since Txon is solely responsible for all securities compliance and the raising of money referenced in this Agreement, Txon acknowledges that Furstenau, Furst, and Xxxxx'x officers and directors, have no obligations or liabilities in connection with those transactions. Txon will indemnify and hold harmless Furstenau, Furst, the Xxxxx Stockholders, Xxxxx'x directors and officers, and each person, if any, who controls Xxxxx within the meaning of the Securities Act, from and against any and all losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with >investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any application or statement filed with a governmental body, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity worth information furnished in writing by Txon expressly for use therein. Txon also agrees to indemnify and hold Furstenau, Furst, their officers, agents and employees harmless any and all claims arising from statements by Txon to third parties regarding Txon, Xxxxx or their assets and operations. The indemnity agreement contained in this Section 6.04 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of Xxxxxxxxx or Xxxxx and shall survive the consummation of the transactions contemplated by this or termination of this Agreement.

6.05 Notification. Each party will promptly notify the other of the existence or occurrence of any facts or events which give rise to the assertion of any claim under the provisions of Section 6.03 and Section 6.04. The indemnifying party shall promptly and diligently take such action as may be reasonably required to defend or settle such claim and shall keep the indemnified party advised of the current status thereof. The indemnified party shall, at he indemniting party's expense, reasonably cooperate with the indemnifying party's defense and the indemnifying party shall reasonably onsider the indemnified party's advice.

6.06 The Acquisition of Txon Common Stock. Txon and Xxxxx understand and agree that the consummation of this Agreement including the issuance of the Txon Common Stock to Xxxxx in exchange for the Xxxxx Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state tatutes. Txon and Xxxxx agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired.

(a) In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, the signing of this Agreement and the delivery of appropriate separate representations shall constitute the parties acceptance of, and concurrence in, the following representations and warranties:

(i) The Xxxxx Stockholders acknowledge that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring Txon Common Stock, and that this transaction involves certain risks.

(ii) The Xxxxx Stockholders have received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated.

(iii) Xxxxx Stockholders have such knowledge and experience in business and financial matters that they are capable of evaluating each business.

(iv) The Xxxxx Stockholders have been provided with copies of all materials and information requested by them or their representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby.

(v) All information which the Xxxxx Stockholders have provided to Txon or their representatives concerning their suitability and intent to hold shares in Txon following the transactions contemplated hereby is complete, accurate, and correct.

(vi) The Xxxxx Stockholders have not offered or sold any securities of Txon or interest in this Agreement and have no present intention of dividing the Txon Common Stock or Xxxxx Shares to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance.

(vii) The Xxxxx Stockholders understand that the Txon Common Stock has not been registered, but is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Txon Common Stock may, under certain circumstances, be inconsistent with this exemption and may make Xxxxx or Txon an "underwriter", within the meaning of the Securities Act. It is understood that the definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject Txon Common Stock can only be effected in transactions which are not considered distributions. Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and a limitation on the number of securities which the stockholders is permitted to sell and on the manner of sale, thereby reducing the potential impact of the sale on the trading markets. These criteria are set forth specifically in rule 144 promulgated under the Securities Act, and, after two years after the date the Txon Common Stock or Xxxxx Shares is fully paid for, as calculated in accordance with rule 144(d), sales of securities in reliance upon rule 144 can only be made in limited amounts in accordance with the terms and conditions of that rule. After three years from the date the securities are fully paid for, as calculated in accordance with rule 144(d), they can generally be sold without meeting those conditions, provided the holder is not (and has not been for the preceding three months) an affiliate of the issuer.

(viii) Xxxxxxxxx acknowledges that the shares of Txon Common Stock, must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Txon is not under any obligation to register the Txon Common Stock under the Securities Act. If rule 144 is available after one year and prior to two years following the date the shares are fully paid for, only routine sales of such Txon Common Stock in limited amounts can be made in reliance upon rule 144 in accordance with the terms and conditions of that rule. Txon is not under any obligation to make rule 144 available except as set forth in this Agreement and in the event rule 144 is not available, compliance with Regulation A or some other disclosure exemption may be required before Xxxxxxxxx can sell, transfer, or otherwise dispose of such Txon Common Stock without registration under the Securities Act. Subject to compliance with federal and state securities laws, Txon' registrar and transfer agent will maintain a stop transfer order against the registration of transfer of the Txon Common Stock held by Xxxxxxxxx and the certificates representing the Txon Common Stock will bear a legend in substantially the following form so restricting the sale of such securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

(ix) Subject to compliance with federal and state securities laws, Txon may refuse to register further transfers or resales of the Txon Common Stock in the absence of compliance with rule 144 unless Xxxxxxxxx furnish Txon with an opinion of counsel reasonably acceptable to Txon stating that the transfer is proper. Further, unless such opinion states that the shares of Txon Common Stock are free of any restrictions under the Securities Act, Txon may refuse to transfer the securities to any transferee who does not furnish in writing to Txon the same representations and agree to the same conditions with respect to such Txon Common Stock as set forth herein. Txon may also refuse to transfer the Txon Common Stock if any circumstances are present reasonably indicating that the transferee's representations are not accurate.

(b) In connection with the transaction contemplated by this Agreement, Xxxxx and Txon shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the state where Xxxxxxxxx resides unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate.

(c) In order to more fully document reliance on the exemptions as provided herein, Furst, Furstenau, and Txon shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as Txon or Xxxxx and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws.

(d) Xxxxxxxxx acknowledges that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

6.08 Acquisition of Xxxxx Shares. In connection with the acquisition of the Xxxxx Shares, Txon represents, covenants, warrants and agrees as follows:

(a) The Xxxxx Shares are investment stock and have not been registered under any federal or state securities law. Txon is acquiring the Xxxxx Shares for its own investment pursuant to exemptions under the Securities Act and state statutes involving transactions not involving any public offering.

(b) Txon has not offered or sold any Xxxxx Shares and has no present intention of dividing the Xxxxx Shares to be received with others or of reselling or otherwise disposing of any, portion of the Xxxxx Shares either currently, or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. Any disposition of the Xxxxx Shares may, under certain circumstances, be inconsistent with this exemption and may make Xxxxx or Txon an "underwriter," within the meaning of the Securities Act. It is understood that the definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the Xxxxx Shares can be effected only in transactions which are not considered distributions and which are in compliance with applicable securities laws and regulations.

(c) In deciding to purchase the Xxxxx Shares, Txon is relying solely on information and advice furnished by Txon's own legal and tax advisors; and, except as otherwise specifically provided in this Agreement, neither Xxxxxxxxx or Xxxxx have made any warranties or representations as to the legal or tax affects, if any, involved in Txon's purchase of the Xxxxx Shares.

(d) Txon has been provided with copies, and otherwise has been afforded full and complete access to, all materials and information with respect to Xxxxx, Xxxxx'x business activities, and Xxxxx'x financial condition, which Txon has deemed necessary to make an informed decision to enter into this Agreement according to its terms and to purchase the Xxxxx Shares.

(e) All information which Txon has provided to Xxxxx or to its representatives concerning its suitability and intent to hold Xxxxx Shares following the transactions contemplated hereby is complete, accurate and correct.

(f) Subject to compliance with federal and state securities laws, the certificates representing the Xxxxx Shares will bear a legend in substantially the following form so restricting the sale of such securities:

6.09 Txon Liabilities. Immediately prior to closing, Txon shall have $100,000 in cash or cash equivalents and no liabilities with all expenses related to this Agreement or otherwise having been paid.

6.10 Securities Filings. Txon shall be responsible for the preparation of a Form D and its filing with the Securities and Exchange Commission and Xxxxx will be responsible for any and all filings in any jurisdiction where its stockholders reside which would require a filing with a governmental agency as a result of the transactions contemplated in this Agreement.

6.11 Sales of Securities Under Rule 144, If Applicable.

(a) Txon will use its best efforts to at all times satisfy the current public information requirements of rule 144 promulgated under the Securities Act so that its stockholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule 144 as it is from time to time amended.

(b) Upon being informed in writing by any person holding restricted stock of Txon as of the date of this Agreement that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof, Txon will certify in writing to such person that it is in compliance with rule 144 current public information requirement to enable such person to sell such person's restricted stock under rule 144, as may be applicable under the circumstances.

(c) If any certificate representing any such restricted stock is presented to Txon's transfer agent for registration or transfer in connection with any sales theretofore made under rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to Txon and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, Txon will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule 144, as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the closing and the consummation of the transactions contemplated by this Agreement for a period of two years.

6.12 Seat on Board of Directors. Upon closing of the transactions contemplated by this Agreement, the current board of directors of Txon shall be expanded by one directorship that shall be filled by Xxxxxxxxx. Management of Txon agree to support Xxxxxxxxx at all elections of directors for a period of five years following the closing of this transaction.

Xxxxxxxxx shall have the right to resign as a director at any time.

6.13 employment Agreements. As consideration for entering into this Agreement, Txon and Xxxxxxxxx agree to enter into the Employment Agreement attached hereto as Exhibit "B." In addition, Txon agrees to execute the Employment Agreement with Xx. Xxxxxxxx attached hereto as Exhibit "C" in the event that a copy of the Employment Agreement executed by Xx. Xxxxxxxx is tendered at closing.

6.14 Employee Benefits. As soon as reasonably practical following the execution of this Agreement, Txon shall takesuch steps as may be required to implement a stock option plan for key employees of Xxxxx as identified by Xxxxxxxxx and any additional key employees of Txon. Txon shall further implement an employee stock ownership program or some other broad based employee benefit plan that will allow all employees to participate in the growth of Txon. In addition,for a period of at least five years from the Closing Date, Txon shall require Xxxxx to provide to its employees all employee benefits currently enjoyed by Xxxxx employees, including but not limited to vacation, sick leave, health insurance and life insurance.

ARTICLE VII

MISCELLANEOUS

7.01 No Representation Regarding Tax Treatment. No representation or warranty is being made by any party to any other regarding the treatment of this transaction for federal or state income taxation. Each party has relied exclusively on its own legal, accounting, and other tax adviser regarding the treatment of this transaction for federal and state income taxes and on no representation, warranty, or assurance from any other party or such other party's legal, accounting, or other adviser.

7.02 Governing Law. This Agreement shall be governed by, enforced and construed under and in accordance with the laws of the State of Utah.

7.03 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered, if sent by facsimile or telecopy transmission or other electronic communication confirmed by registered or certified mail, postage prepaid, or if sent by prepaid overnight courier addressed as follows:

If to Txon, to: With Copies to:

Xxxxxxxxx Xxxxxxxxx, President Xxxxxx X. Xxxxxxx, Esq

Txon International Development 3090 East 3300 South, # 400

Corporation Xxxx Xxxx Xxxx, Xxxx 00000

0000 Xxxxx 0000 Xxxx, Xxxxx 000 Fax: (801) 0000000

Xxxx Xxxx Xxxx, Xxxx 00000

Fax:(000) 0000000

If to Xxxxx, to: With copies to:

Xxxxxx X. Xxxxxxxxx, President Xxxxx Xxxxxxxxx, Esq

Xxxxx Construction, Inc. Xxxxxx & XxXxxxxx

515 west 2100 South 00 X. Xxxxx Xxxxxx, Xxxxx 0000

Xxxx Xxxx Xxxx, Xxxx 00000 Xxxx Xxxx Xxxx, Xxxx 00000

Fax: (801) 0000000 Fax: (000) 0000000

If to Xxxxxxxxx, to: With copies to:

Xxxxxx X. Xxxxxxxxx Xxxxx Xxxxxxxxx, Esq.

0000 Xxxx Xxxxxx Xxxxxx Xxxxxx & XxXxxxxx

Xxxx Xxxx Xxxx, Xxxx 00000 00 X. Xxxxx Xxxxxx, Xxxxx 0000

Fax: (801) 0000000 Xxxx Xxxx Xxxx, Xxxx 00000

Fax: (000) 0000000

or such other addresses as shall be furnished in writing by any party in the manner for giving notices, hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered or sent by facsimile or telecopy transmission or other electronic communication, or one day after the date so sent by overnight courier.

7.04 Attorney's Fees. In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the nonbreaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

7.05 Schedules, Knowledge. Whenever in any section of this Agreement reference is made to information set forth in the schedules provided by Txon or Xxxxx such reference is to information specifically set forth in such schedules and clearly marked to identify the section of this Agreement to which the information relates. Whenever any representation is made to the "knowledge" of any party, it shall be deemed to be a representation that no officer or director of such party, after reasonable investigation, has any knowledge of such matters.

7.06 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. All previous agreements between the parties, whether written or oral, have been merged into this Agreement. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.

7.07 Survival of Representations and Warranties. Each of the representations and warranties made by the parties in this Agreement, including the schedules delivered pursuant hereto, shall survive the closing for a period of one (1) year and any claim based on any breach thereof must be commenced within such one (1) year period or it will be forever barred; provided, however, that the representations and warranties contained in Sections 2.01, 2.02, 2.03, 2.05, 2.11, 3.01, 3.02, 3,03, 3.05, and 3.11 shall survive the closing and shall not be limited by such one (1) year period.

7.08 No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, shall confer upon any third party any rights or remedies of any nature or kind under or by reason of this Agreement.

7.09 Investigation; Absence of Other Representation or Warranties. Each party has conducted a careful investigation of the other party, has made its own determination with respect to the value of the other party's shares of stock. In conjunction with such investigation, each party has had: (a) access to and reviewed the books, records, and contracts of the other party, (b) access to and inspected the assets of the other party, and (c) access to and interviewed key employees of the other party. There are no representations or warranties except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, no party has made any representations or warranties to any other party with respect to value of the shares of stock of such party or with respect to projected future income of such party.

7.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

7.11 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and such remedies may be enforced concurrently, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time fore performance thereof my be extended by a writing signed by the party or parties for whose benefit the provision is intended.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

TXON CORPORATION XXXXX ENTERPRISES, INC.

A Nevada Corporation A Utah Corporation

BY: /s/ Xxxxxxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx

Xxxxxxxxx Xxxxxxxxx, President Xxxxxx X Xxxxxxxxx, President

/s/ Xxxxxx X. Xxxxxxxxx

Xxxxxx X. Xxxxxxxxx, Individually

STATE OF UTAH )

ss.

COUNTY OF SALT LAKE )

On this 26th day of April 1999, personally appeared before me Xxxxxxxxx Xxxxxxxxx, whose identity is personally known to me and who be by me duly sworn, did say that she is the President of Txon Corporation and that said document was signed by him on behalf of said corporation by authority of its bylaws, and said Xxxxxxxxx Xxxxxxxxx acknowledged to me that said corporation executed the same.

/s/ Xxxxxxx X. Xxxxxxx

Notary Public

STATE OF UTAH )

ss.

COUNTY OF SALT LAKE )

On this 26th day of April 1999, personally appeared before me Xxxxxx X Xxxxxxxxx, whose identify is personally known to me and who be by me duly sworn, did say that he is the President of Xxxxx Enterprises and that said document was signed by him on behalf of said corporation by authority of its bylaws, and said Xxxxxx X. Xxxxxxxxx acknowledged to me that said corporation executed the same.

/s/ Xxxxxxx X. Xxxxxxx

Notary Public

STATE OF UTAH )

ss.

COUNTY OF SALT LAKE )

On this 26th day of April 1999, personally appeared before me Xxxxxx X Xxxxxxxxx, whose identify is personally known to me and who be by me duly sworn, did say that he signed the foregoing document.

/s/ Xxxxxxx X. Xxxxxxx

Notary Public

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BUSINESS SALES AGREEMENT

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