I.A. EUROPE, INC.
000 Xxxxx xx Xxxx Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
(000) 000-0000
March 4, 2003
I.A. Europe Group, Inc.
000 Xxxxx xx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Gentlemen:
I.A. Europe, Inc., a Delaware corporation, and I.A. Europe, Inc., a New York
corporation, agree to sell all of its shares of capital stock of the following
companies, to the extent that either corporation owns all or some of the shares:
Internet De Centroamerica S.A.,
I.A. Europe Group Costa Rica, S.A.,
I.A. Europe Group Villa, S.A., and
El Sueno Tropical Mountain Resort, S.A
(individually or collectively, the "Subsidiaries") to I.A. Europe Group, Inc.,
in exchange for 100 shares of Series B Preferred Stock to be issued by I.A.
Europe Group, Inc. to I.A. Europe, Inc., a New York corporation, which will
contain liquidation preferences in the event of the sale of all or substantially
all of the assets of, or the winding up, liquidation, or dissolution of, I.A.
Europe Group, Inc. or any or all of the Subsidiaries, as the case may be.
The Series B Preferred Stock shall have the terms and conditions, including the
liquidation preferences stated in the attached proposed Second Certificate of
Designation of I.A. Europe Group, Inc.
Upon your execution of this Agreement, I.A. Europe Group, Inc. will file the
First Certificate of Designation with the Secretary of State of Delaware, I.A.
Europe, Inc. of Delaware and New York, as applicable, will then transfer all of
its shares of capital stock of the Subsidiaries to I.A. Europe Group, Inc. in
exchange for the issuance of 100 shares of Series B Preferred Stock of I.A.
Europe Group, Inc.
I.A. Europe, Inc. represents and warrants that at the time of the transfer of
its shares in the Subsidiaries the shares transferred shall be equal to 100% of
the issued and outstanding shares of capital stock of the Subsidiaries and shall
be free and clear of all liens and encumbrances, whatsoever. Likewise, I.A.
Europe Group, Inc. represents that at the time of issuance of the 100 shares of
Series B Preferred Stock to I.A. Europe, Inc., said shares shall be free and
clear of all liens and encumbrances, whatsoever. If you agree to the terms of
this agreement, please indicate your assent by signing below.
Sincerely,
/s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx
President
AGREED TO AND ACCEPTED BY:
/s/ Xxxxxx Xxxxx
-----------------------------
Xxxxxx Xxxxx, President of I.A. Europe Group, Inc., a Delaware corporation
under specific authority granted by I.A. Europe
Group, Inc.'s Board of Directors to enter
into this agreement
/s/ Xxxxxx Xxxxx
-----------------------------
Xxxxxx Xxxxx
President of I.A. Europe Group, Inc., a New York corporation
under specific authority granted by I.A. Europe
Group, Inc.'s Board of Directors to enter
into this agreement
