ZEOLITE PURCHASE AGREEMENT
THIS ZEOLITE PURCHASE AGREEMENT (this "Agreement") is made this 3rd day of
July, 2000 by and between CENTRE CAPITAL CORPORATION, a Nevada corporation (the
"Company") and EQUITABLE ASSETS INCORPORATED, a Belize corporation ("EAI").
WHEREAS, the Company wishes to purchase 58,285.71 tons of paid up zeolite
mineral (the "Asset") as described in the Assignment attached as Exhibit A
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hereto and incorporated by reference herein for all purposes (the "Assignment")
from EAI; and
WHEREAS, EAI wishes to sell the Asset to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Purchase. The Company hereby purchases the Asset from EAI, pursuant
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to the terms set forth herein and the Assignment in consideration of the sum of
$11,307,428. EAI hereby sells the Asset to the Company pursuant to the terms
set forth herein and in the Assignment.
2. Representations. EAI hereby represents and warrants that it is the
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lawful owner of the Asset, that the Asset is free and clear of all liens,
security agreements, encumbrances, claims, demands or claims, demands and
charges of any kind whatsoever, and that EAI has the corporate power and
authority to carry out the terms of this Agreement and the Assignment. EAI
further represents that it has not, and shall not, enter into any agreement
which might prevent it from performing its obligations hereunder.
3. Payment. In full payment for the Asset as provided hereunder, the
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Company hereby issues to EAI 1,000,000 shares of the restricted common stock of
the Company, par value $0.001 per share (the "Common Stock"), the receipt and
sufficiency of which is hereby acknowledged by EAI.
4. Restrictions on Transfer. EAI understands and agrees that the
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following restrictions and limitations are applicable to the shares of the
Common Stock to be issued to EAI hereunder:
(a) The shares shall not be sold, pledged, hypothecated or
otherwise transferred unless the shares are registered under the Securities Act
of 1933, as amended, and the securities laws of any state or foreign
jurisdiction, or are exempt therefrom;
(b) A legend in substantially the following form has been or
will be placed on any certificate or other document evidencing the shares:
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THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE
OR FOREIGN JURISDICTION. WITHOUT SUCH REGISTRATION, SUCH SECURITIES
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT
UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE
SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL
NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
SECURITIES LAW OF ANY STATE OR FOREIGN JURISDICTION, OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER.
(c) Stop transfer instructions to the transfer agent of the shares
have been or will be placed with respect to the shares so as to restrict the
resale, pledge, hypothecation or other transfer thereof, subject to the
further items hereof, including the provisions of the legend set forth in
subparagraph (b) above; and
(d) The legend and stop transfer instructions described in
subparagraphs (b) and (c) above will be placed with respect to any new
certificate or other document issued upon presentment by EAI of certificates or
other documents for transfer.
5. Registration Rights Agreement. On even date herewith the parties
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have executed that certain Registration Rights Agreement with respect to the
Common Stock to be issued to EAI hereunder, a copy of which is attached hereto
as Exhibit B and incorporated herein by reference for all purposes.
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6. Conflict. Notwithstanding anything herein contained to the
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contrary, in the event of any conflict between the terms of the Registration
Rights Agreement or this Agreement, the terms of the Registration Rights
Agreement shall control.
7. Attorney's Fees. In the event that it should become necessary for
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any party entitled hereunder to bring suit against any other party to this
Agreement for enforcement of the covenants herein contained, the parties hereby
covenant and agree that the party who is found to be in violation of said
covenants shall also be liable for all reasonable attorney's fees and costs of
court incurred by the other parties hereto.
8. Governing law; Jurisdiction. This Agreement shall be governed by
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and construed in accordance with the laws of the State of Texas, without regard
to any conflicts of laws provisions thereof. Each party hereby irrevocably
submits to the personal jurisdiction of the United States District Court for
Tarrant County, Texas, as well as of the District Courts of the State of Texas
in Tarrant County, Texas over any suit, action or proceeding arising out of or
relating to this Agreement. Each party hereby irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or proceeding brought in any such county and any claim that any such mediation,
arbitration, suit, action or proceeding brought in such county has been brought
in an inconvenient forum.
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9. Arbitration. Any controversy or claim arising out of or relating to
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this Agreement, or the breach, termination, or validity thereof, shall be
settled by final and binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA Rules") in
effect as of the effective date of this Agreement. The American Arbitration
Association shall be responsible for (a) appointing a sole arbitrator, and (b)
administering the case in accordance with the AAA Rules. The situs of the
arbitration shall be Fort Worth, Texas. Upon the application of either party to
this Agreement, and whether or not an arbitration proceeding has yet been
initiated, all courts having jurisdiction hereby are authorized to: (x) issue
and enforce in any lawful manner, such temporary restraining orders, preliminary
injunctions and other interim measures of relief as may be necessary to prevent
harm to a party's interest or as otherwise may be appropriate pending the
conclusion of arbitration proceedings pursuant to this Agreement; and (y) enter
and enforce in any lawful manner such judgments for permanent equitable relief
as may be necessary to prevent harm to a party's interest or as otherwise may be
appropriate following the issuance of arbitral awards pursuant to this
Agreement. Any order or judgment rendered by the arbitrator may be entered and
enforced by any court having competent jurisdiction.
10. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by the parties
hereto, and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. Notwithstanding anything
herein contained to the contrary, the Company shall have the right to assign
this Agreement to any party without the consent of EAI.
11. Notices. All notices, requests and other communications hereunder
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shall be in writing and shall be deemed to have been duly given at the time of
receipt if delivered by hand or communicated by electronic transmission, or, if
mailed, three days after deposit in the United States mail, registered or
certified, return receipt requested, with postage prepaid and addressed to the
party to receive same, if to the Company, addressed to Xx. Xxxx Xxxxxx at 0000
Xxxxxx Xxxxx, Xxxx Xxxxx, Xxxxx 00000, telephone (000) 000-0000 and fax (817)
000-0000; and if to EAI, addressed to Xx. Xxxxx X. Xxxx at 00 Xxxxxxx Xxxx,
Xxxxx Xxxxx, Xxxxxx City, Belize, telephone (000) 000-0000 and fax (281)
000-0000; provided, however, that if either party shall have designated a
different address by notice to the other given as provided above, then any
subsequent notice shall be addressed to such party at the last address so
designated.
12. Construction. Words of any gender used in this Agreement shall be
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held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.
13. General Assurances. The parties agree to execute, acknowledge, and
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deliver all such further instruments, and do all such other acts, as may be
necessary or appropriate in order to carry out the intent and purposes of this
Agreement.
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14. Construction of Agreement. The parties hereto acknowledge and
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agree that neither this Agreement nor any of the other documents executed in
connection herewith shall be construed more favorably in favor of one than the
other based upon which party drafted the same, it being acknowledged that each
of the parties hereto contributed substantially to the negotiation and
preparation of this Agreement and the documents executed in connection herewith.
15. No Third Party Beneficiaries. Except as otherwise expressly forth
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in this Agreement, no person or entity not a party to this Agreement shall have
rights under this Agreement as a third party beneficiary or otherwise.
16. Incorporation by Reference. Any agreement referred to herein is
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hereby incorporated into this Agreement by this reference.
17. Relationship of Parties. Notwithstanding anything to the contrary
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herein, this Agreement shall not in any manner be construed to create a joint
venture, partnership, agency or other similar form of relationship, and neither
party shall have the right or authority to: (a) commit the other party to any
obligation or transaction not expressly authorized by such other party, or (b)
act or purport to act as agent or representative of the other, except as
expressly authorized in writing by such other party.
18. Waiver. No course of dealing on the part of any party hereto or
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its agents, or any failure or delay by any such party with respect to exercising
any right, power or privilege of such party under this Agreement or any
instrument referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
19. Cumulative Rights. The rights and remedies of any party under this
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Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
20. Invalidity. In the event any one or more of the provisions
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contained in this Agreement or in any instrument referred to herein or executed
in connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
21. Time of the Essence. Time is of the essence of this Agreement.
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22. Headings. The headings used in this Agreement are for convenience
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and reference only and in no way define, limit, simplify or describe the scope
or intent of this Agreement, and in no way effect or constitute a part of this
Agreement.
23. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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24. Entire Agreement. This instrument, together with the Assignment
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and the Registration Rights Agreement, contains the entire understanding of the
parties and may not be changed orally, but only by an instrument in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
CENTRE CAPITAL CORPORATION
By
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Xxxx Xxxxxx, Chairman
EQUITABLE ASSETS INCORPORATED
By
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Xxxxx X. Xxxx, President
Attachments:
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Exhibit A - Assignment
Exhibit B - Registration Rights Agreement
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