EX. 10.4
STOCK EXCHANGE AGREEMENT
This Agreement is made between Rightiming Electronics Corp. (hereinafter
"Rightiming") and Lotus Pacific, Inc. (hereinafter "Lotus") on September 18,
1997.
WHEREAS, Rightiming beneficially owns 6,000,000 shares of common stock
of Regent Electronics Corp., and Lotus has the right to issue 6,000,000
shares of common stock of Lotus Pacific, Inc.
WHEREAS, Both parties expressed their willingness to exchange for the
equity position owned by the other party.
For good consideration the parties hereby agree as follows:
1. Rightiming shall transfer 6,000,000 shares of common stock of Regent
Electronics Corp., which it currently owns, to Lotus in exchange for
6,000,000 shares of common stock of Lotus Pacific, Inc., which shall be
issued by Lotus.
2. Lotus shall issue 6,000,000 shares of common stock of Lotus Pacific,
Inc. to Rightiming to acquire 6,000,000 shares of common stock of Regent
Electronics Corp., which is currently owned by Rightiming.
3. Upon signing by both parties, the present Agreement shall take effect
immediately. Rightiming shall transfer 6,000,000 shares of common stock of
Regent Electronics Corp. it currently owns to Lotus, and Lotus shall cause
its stock transfer agent to issue 6,000,000 shares of its common stock to
Rightiming as soon as practicable.
4. Rightiming is aware that the 6,000,000 shares to be issued by Lotus
Pacific, Inc. are restricted securities as defined in Rule 144 of Securities
Act of 1933.
5. Rightiming warrants and covenants to Lotus that Rightiming is the
exclusive owner of said 6,000,000 shares of common stock of Regent Electronics
Corp. and said shares are free of any lien, mortgages or other encumbrances.
6. Lotus warrants and covenants to Rightiming that the said shares to
be issued are free of any lien, mortgages or other encumbrances.
7. All the matters related to the present agreement shall be governed
in accordance with the laws of the State of Delaware.
8. This Agreement may be executed in two counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
9. This Agreement shall be binding upon the parties hereto and inure to
the benefit of the parties, their respective administrators, executors,
successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
For and on behalf of For and on behalf of
Rightiming Electronics Corp. Lotus Pacific, Inc.
By: /s/ By: /s/
Xxxxxxx Xx, President Xxxxx Xxx, President
