ACQUISITION AGREEMENT DATED 1/31/03
ACQUISITION AGREEMENT
This Acquisition Agreement (the "Agreement") is made and entered into as of this
31st day of January, 2003, by and between SOLPOWER CORPORATION, a Nevada
corporation, with its principal offices located at 0000 Xxxx Xxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000, hereinafter referred to as "Buyer" and VIRTUAL
TECHNOLOGIES AUSTRALIA PTY LTD, an Australian corporation, with its principal
offices located at 00 Xxxxxxx Xxxxx, Xx. Xxxxxxx, Xxxxxxxx 0000, Xxxxxxxxx,
hereinafter referred to as, "Seller."
RECITALS
WHEREAS, Seller owns the sales, distribution, marketing and manufacturing rights
worldwide to the product, SP34E, SP22E-A, SP22E-B and SP22E-C, refrigerant gas
products, hereinafter referred to as the Products.
WHEREAS, Buyer acquired from Seller the exclusive sales, distribution, marketing
and manufacturing rights to SP34E, encompassing only the United States, Canada
and Mexico, pursuant to an agreement between Seller and Buyer dated June 17th,
1998.
WHEREAS, Buyer desires to acquire Seller, to obtain worldwide exclusive sales,
distribution, marketing and manufacturing rights to all of Seller's Products, on
the terms and subject to the conditions set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and the conditions and
representations hereinafter set forth, the parties agree as follows:
1. SELLER hereby agrees to deliver 100% of its shares of common stock. There are
no other shares or classes of stock outstanding.
2. BUYER hereby agrees to issue six million (6,000,000) shares of its Common
Stock. These shares shall be issued in the name of Seller and/or its nominees.
3. Requisite Authority - Each party represents to the other party that all
necessary corporate and/or such other approvals and authorizations needed to
make this Agreement enforceable have been obtained by the undersigned.
Each party will provide the other with documentation regarding such approvals
and authorizations within fifteen (15) days upon request by the other party.
4. Liability/Indemnification - Seller/Buyer shall in no way be held responsible
or liable to Seller/Buyer or any other party for the performance of Seller/Buyer
or the failure of Seller/Buyer in any capacity whatsoever in which the
Seller/Buyer operates, including any and all contracts which Seller/Buyer may
have with other parties. Seller/Buyer shall defend and hold harmless
Seller/Buyer against any and all liability, claim or demand on account of
property loss or damage or others arising out of or in any manner connected with
the performance of this Agreement, whether such injury, loss, or damage shall be
caused by the negligence of Seller/Buyer, its employees, or any other party for
whom Seller/Buyer is responsible, and Seller/Buyer, at its own expense, shall
defend any and all actions based thereon and shall pay all attorney's fees and
all costs and all other expenses arising therefrom; provided however, that this
indemnity shall not cover any liability for damages caused by or resulting from
any negligence of Seller/Buyer, his representatives, employees, or agents.
5. No Assignment - Neither party shall assign this Agreement or any rights or
obligations under this Agreement without the prior written consent of the other
party. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of the respective parties hereto and their heirs, personal
representatives, successors and assigns.
6. Amendment or Modification - This Agreement may be amended or modified by, and
only by, a written instrument executed by all signing parties.
7. Non-waiver - The waiver of one breach or default hereunder shall not
constitute the waiver of any subsequent breach or default.
8. Severability - In the event any one or more provisions of this Agreement are
determined to be invalid or unenforceable, such provision or provisions shall be
deemed severable from the remainder of this Agreement and shall not cause the
invalidity of the remainder of this Agreement.
9. Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of the State of Arizona.
10. Currency - All dollar figures are represented in U.S. Dollars.
11. Arbitration - Any controversy, claim or dispute between the parties directly
or indirectly concerning this Agreement or the breach thereof, or the subject
matter hereof, including questions concerning the scope and applicability of
this arbitration clause, shall be finally settled by arbitration in Scottsdale,
Arizona in accordance with the rules then pertaining to the American Arbitration
Association with regard to commercial arbitration.
12. Entire Agreement. This Agreement and the Exhibits hereto, as signed by the
parties, sets forth the entire Agreement and understanding of the parties and
merges all prior discussions and writings between them with regard to the
services to be provided under this Agreement.
The parties have executed this Agreement as of the date first set forth above.
VIRTUAL TECHNOLGIES SOLPOWER CORPORATION
AUSTRALIA PTY LTD.
By: /s/ Xxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxx Xxxxxxxxx, CEO Xxxxx X. Xxxxx, President, CEO
