EXHIBIT 10.4
AGREEMENT
BETWEEN:
AMERICAN BENEFITS GROUP, INC. and AMERICAN BENEFITS GROUP (ISRAEL) LTD.
(hereinafter referred to collectively as "ABFG")
and
CARLYLE CONSULTING CORPROATION LTD. (hereinafter referred to as "Carlyle")
WHEREAS ABFG and Carlyle are desirous of Carlyle transferring all of it's
interests in the Malagasy Precious Stone Mining Industry to ABFG upon the terms
and conditions hereinafter recited;
AND WHEREAS Carlyle's interest in the Malagasy Stone Mining Industry referred to
in the immediately preceding paragraph shall include, but not be restricted to,
all of the issued and outstanding Shares of Stones and Wood Corporation s.a.r.l
(hereinafter referred to as "Stones") and various Type I Mining Perimeters;
Carlyle's interest in the Perimeters having been obtained by Carlyle from former
shareholders of Stones.
WITNESSTH THAT:
1. The preamble to this Agreement is an integral part hereof and binding on
all parties hereto.
2. The Perimeters referenced in the preamble hereof are as listed in Appendix
A attached hereto and forming part of this Agreement.
3. Carlyle hereby Declares and Warrants to ABFG as follows:
a) Carlyle is now, or is entitled to become without any further action
on the part of Carlyle, the legal owner of all the issued and
outstanding Shares of Stones;
b) Carlyle is now, or is entitled to become without any further action
on the part of Carlyle, the beneficial owner of the Type I
Perimeters noted in Schedule A attached hereto and forming part of
this Agreement;
c) Carlyle further Declares and Warrants that:
i) The parties with whom Carlyle had contractual relations
respecting the purchase of either the said Shares or the
Perimeters are aware of this Agreement and have agreed to ABFG
acquiring the Shares and Perimeters from Carlyle;
ii) The said Shares and Perimeters will be acquired by ABFG from
Carlyle free and clear of any liens, encumbrances, mortgages
or charge whatsoever;
iii) Both Carlyle and the parties from whom Carlyle acquired the
Shares and the Perimeters have and had the legal right to do
so;
iv) In the event that Carlyle is not the legal owner of the Shares
or the Beneficial Owner of the Perimeters then it will
cooperate with ABFG in all respects in a timely fashion in
order for the legal entitlement of ABFG to the Shares or
Perimeters be concluded in a timely fashion.
4. In consideration for Carlyle transferring all of the issued and
outstanding Shares of Stones to ABFG and for Carlyle transferring its
Beneficial Interest in the Type I Perimeters noted in Attachment "A"
attached hereto ABFG shall pay to Carlyle Four Million (4,000,000.00)
Dollars in the following, manner:
i) Five Hundred Thousand ($500,000.00) Dollars by way of retirement of
American Benefits Group, Inc.'s previous loan to Carlyle in said
amount; and
ii) Issuance of Four Million Nine Hundred Ninety Seven Thousand
(4,997,000) American Benefits Group, Inc. Restricted Rule 144 Shares
valued at US Seventy and Four One Hundredths ($.7004) Cents per
share being a total share consideration of Three Million Five
Hundred Thousand ($3,500,000.00) Dollars. Of this issuance Four
Hundred Ninety Seven Thousand (497,000) American Benefits Group,
Inc. Restricted Rule 144 Shares issued to Marc Susannah to maintain
the type one perimeters in the nominee names as described in
attachment "C" and Four Million Five Hundred Thousand American
Benefits Group, Inc, Restricted Rule 144 Shares issued to Carlyle
which forms part of the total purchase price of all the issued and
outstanding shares of Stones and as well as the beneficial type One
perimeters for a total purchase price of Four Million (4,000,000.00)
Dollars.
5. The parties further agree that American Benefits Group, Inc. may designate
the entity to which the shares and or the Perimeters shall be transferred.
6. Subject to the mandatory disclosure duties imposed upon ABFG, as a
publicly traded Company, the parties agree that this Agreement and the
terms hereof shall remain confidential between the parties.
7. The parties finally agree that:
i) This Agreement shall be governed by the substantive law of Israel;
ii) Any and all disagreements or disputes arising between the parties
hereto respecting this Agreement shall be adjudicated by the
District Court of Tel Aviv, Israel;
iii) Service of any documents required respecting this Agreement or any
litigation arising here from shall be served upon ABFG at Xxxxxxx
Xxxxx (00 Xxxxx) 3a Jabotinsky St. Ramat Gan Israel 52520 and upon
Carlyle at an address to be supplied ABFG in writing at the address
noted herein.
iv) All references to Dollars herein shall refer to American Dollars.
IN WITNESS OF THE ABOVE THE PARTIES HEREBY EXECUTE THIS AGREEMENT UNDER THEIR
RESPECTIVE SEALS THIS 11 DAY OF __May__, 1999.
/s/ Xxxxx X Xxxxxxxxxxx
----------------------------------------
American Benefits Group, Inc.
/s/ Xxxxxx X Xxxxx
----------------------------------------
American Benefits Group (Israel) Ltd.
/s/Xxxxxxx Xxxxxxx
----------------------------------------
Carlyle Consulting Corporation Ltd.
List of mining permits - Attachment "A"
Type I
X coordinate Y coordinate
------------ ------------
698.750 1.458.750
698.750 1.456.250
696.250 1.471.250
698.750 1.471.250
691.250 1.468.750
688.750 1.466.250
696.250 1.453.750
696.250 1.456.250
693.750 1.453.750
693.750 1.451.250
696.250 1.448.750
708.750 1.471.250
716.250 1.466.250
708.750 1.468.750
716.250 1.468.750
708.750 1.466.250
716.250 1.471.250
708.750 1.463.750
Letter of Consent-Attachment "b"
Drawn up and signed on the 10 day of May, 1999
We the undersigned:
Mr. Marc Xxxxxxxx C.I.N., #210011003254
Mr. Xxxxxxxxxx Xxxxxxxx C.I.N. #213011008929
Mr. Xxxxxxx Xxxxxxxx C.I.N.#209011024630
Mr. Yehael Razafiarison C.I.N. # 710011016920
Ms. Eva Vanessa Zafimahova C.I.N. #
Xx. Xxxx Xxxxxx Bemananjara C.I.N. #
(hereinafter, together, "Marc")
Stones and Wood Corporation S.a.r.l.
(hereinafter the Company)
hereby irrevocably declare our consent to the assignment of our obligations
according to the agreement signed on 10 of May 1999 between ourselves and
Carlyle Consulting Corporation Ltd. for the Sale of all the Company's issued and
outstanding shares and the type I permits set out in Attachment A to the said
agreements (hereinafter: the Agreement), to American Benefits Group (Israel)
Ltd., a company incorporated under the laws of the State of Israel. In addition,
we are hereby to confirm that to the best of Marc's knowledge, Carlyle is, to
date, in full compliance with their obligations and undertakings under the
Agreement. As witness thereof we hereby affix our signatures:
/s/ Marc Xxxxxxxx Mr. Marc Xxxxxxxx C.I.N. #210011003254
/s/ Marc Xxxxxxxx Mr. Marc Xxxxxxxx
/s/ Xxxx Xxxxxxxx Xx. Xxxxxxxxxx SuzannahC.I.N.#213011008929
/s/ Marc Xxxxxxxx Mr. Xxxxxxx Xxxxxxxx C.I.N. #209011024630
/s/ Marc Xxxxxxxx Mr. Yehael Razafiarison C.I.N. #710011016920
/s/ Marc Xxxxxxxx Ms. Eva Vanessa Zafimahova C.I.N. #
/s/ Marc Xxxxxxxx Xx. Xxxx Xxxxxx Bemananjara C.I.N. #
/s/ Marc Xxxxxxxx Stones and wood Corporation S.a.r.l.
54
Irrevocable Undertaking Attachment "C"
Drawn up and signed on the 10 day of the month of May in the year 1999 We
the Undersigned:
Mr. Marc Xxxxxxxx C.I.N. #210011003254
Mr. Xxxxxxxxxx Xxxxxxxx C.I.N. #213011008929
Mr. Xxxxxxx Xxxxxxxx C.I.N. #209011024630
Mr. Yehael Razafiarison C.I.N. #710011016920
Ms. Eva Vanessa Zafimahova C.I.N. #
Xx. Xxxx Xxxxxx Bemananjara C.I.N. #
(hereinafter, together, "Marc")
hereby declare that we are registered holders of valid type I permits for the
mining of corundum in Madagascar as follows:
X coordinate Y coordinate
------------ ------------
698.750 1.458.750
698.750 1.456.250
696.250 1.471.250
698.750 1.471.250
691.250 1.468.750
688.750 1.466.250
696.250 1.453.750
696.250 1.456.250
693.750 1.453.750
693.750 1.451.250
696.250 1.448.750
708.750 1.471.250
716.250 1.466.250
708.750 1.468.750
716.250 1.468.750
708.250 1.466.250
716.250 1.471.250
708.750 1.463.750
hereinafter "the Permits", and we hereby give the following irrevocable
undertaking as follows:
1. We will act in all and every matter regarding the permits or any of them
as sole agents for Carlyle Consulting Company Ltd. (hereinafter, together,
"CC" ) or any other party which CC Instructs us to act for.
2. We will not perform any act or transaction, for consideration or without
consideration regarding the permits and/or any benefits, proceeds,
consideration, moneys or any financial or other benefit derived from
and/or associated with the permits and the territories to which the
permits refer except in accordance with specific instructions received by
CC and in the absence of any such instructions shall take no actions of
any kind in regard of the permits. Without detracting from the
aforementioned, we shall at all times act in the best interests of CC.
3. In order to remove any doubt, we shall not be entitled to any personal
benefit, revenues, income and/or consideration from the permits of any
kind and any such incomes and revenues which are received by us will be
disbursed by us in accordance with CC's instructions and in the absence of
such instructions will be held by us in trust until such times as
instructions are received.
4. We shall not transfer the permits and/or any of them or pledge the permits
and/or perform any actions regarding the permits which would in any way
effect their value or feasibility, unless so instructed by CC. Without
detracting from the aforementioned undertaking, we shall not make any
representations or undertake any undertakings to any third parties
regarding the permits.
5. We shall take all actions necessary to ensure the continued validity at
all times of the permits.
6. We shall receive no consideration for our services as agents and shall
continue to offer these services for an unlimited period of time and the
undertakings in this letter of undertaking shall also bind our successors
and heirs.
7. We hereby declare that we have already received full and complete
consideration for all the undertakings made in this letter of
understanding and no more consideration of any kind is due to us for these
undertakings and/or any of them.
8. We hereby give an irrevocable power of attorney to Zakazo Ranaivoson, on
behalf of CC, to act in our names and sign any documents and take any
action necessary in order to effect the transfer of the permits and/or any
of them to the names nominees on behalf of Cc and will have no claims or
demands whatsoever in this regard.
9. In addition we shall sign all required documents and/or appear before any
officials and make all and any necessary declarations in order to ensure
the transfer of the permits to agents or nominees on behalf of CC.
10. This letter of undertaking is binding and completely and totally
irrevocable.
As witness thereof we hereby affix our signature
/s/ Marc Xxxxxxxx Mr. Marc Xxxxxxxx C.I.N. # 210011003254
/s/ Marc Xxxxxxxx Mr. Xxxxxxxxxx Xxxxxxxx C.I.N. #213011008929
/s/ Marc Xxxxxxxx Mr. Xxxxxxx Xxxxxxxx C.I.N. #209011024630
/s/ Marc Xxxxxxxx Mr. Yehael Razafiarison C.I.N. # 710011016920
/s/ Marc Xxxxxxxx Ms. Eva Vanessa Zafimahova C.I.N. #
/s/ Marc Xxxxxxxx Xx. Xxxx Xxxxxx Bemananjara C.I.N. #
