AGREEMENT
Made as of this 30th day of April, 1999
Between XXXX INTERNATIONAL LTD. "Xxxx"
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a Colorado corporation with a place of business at
0000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
And SFM MORTGAGE COMPANY, "SFM"
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a Texas corporation with a place of business at
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
The above parties, at times, are referred to herein singly as "Party," and
collectively as "Parties."
WITNESSETH THAT:
WHEREAS, the Parties wish to enter into a business combination for the purpose
of participating in business ventures in the United States and internationally,
particularly in low income housing construction and financing,
WHEREAS, the Parties have set forth in this Agreement the terms and conditions
governing their relationship.
1. SUPERCEDING EFFECT
1.1. This Agreement supersedes all exiting oral or written agreements
between the parties and constitutes the entire agreement between the
parties.
2. CREATION AND OBJECTIVE OF BUSINESS VENTURE
2.1. In consideration of the efforts to be expended by each Party for the
mutual benefit of the Parties, the Parties hereto agree to merge.
2.2. The objective of this merger is to create a company that will build
low income housing and related infra-structure in accordance with the
Republic of the Philippines National Shelter Program, and in Joint
Venture with Amin & Sons Corporation, Taticbilt International
Corporation, and the Southern Philippines Development Authority,
herein referred to as the "Mindanao Housing Project," and
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2.3. To engage in the real estate mortgage business in the United States
and the Philippines, and
2.4. To carry on other mutually beneficial business ventures in the United
States and internationally.
3. TERMS AND CONDITIONS OF MERGER
3.1. SFM shall sell all of its issued and outstanding stock, and Xxxx shall
purchase all of SFM's issued and outstanding stock as follows:
3.1.1. Xxxx shall issue to the shareholders of SFM, Seven Million
Five Hundred Thousand (7,500,000) shares of its unissued
authorized Common stock to the holders of SFM's issued and
outstanding stock in exchange for all of SFM's said stock.
3.1.2. The shareholders of SFM shall purchase or cause to be
purchased Fifty Thousand shares of Xxxx" Preferred stock for the
sum of Fifty Thousand Dollars ($50,000).
3.1.3. SFM shall become a wholly owned subsidiary of Xxxx
International Ltd. SFM shall retain its status as a Texas
corporation, and Xxxx shall be licensed to do business in the
State of Texas by and through SFM's Texas registration.
3.1.4. Xxxx and SFM shall file consolidated tax returns, but SFM
shall continue to operate as a separate entity under its present
management.
3.1.5. Xxxx shall appoint two additional members to its Board of
Directors each of whom will be nominated by the shareholders of
SFM. The Chairman of Xxxx shall be appointed to the Board of SFM.
4. OFFICES
4.1. The principal office of the Xxxx and SFM shall be at 0000 Xxxxxxx
Xxxxx, Xxxxxxx, Xxxxx 00000, however,
4.2. Each company may set up and maintain offices at other locations as
well.
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5. BUSINESS
5.1. Xxxx shall continue to pursue its activities in the Republic of the
Philippines including but not restricted to the Mindanao Housing
Project and will use its best efforts to obtain financing in the
amount of $250 million for the said project.
5.2. SFM shall continue its present mortgage business with its main
objective being to increase its capital to a minimum of $100 million
through a secondary public offering or offerings of Xxxx Preferred
stock. Upon completion of said offering,
5.2.1. SFM shall endeavor to package its loans into "blocks" for sale
to large investors to maximize profits, and
5.2.2. Shall expand into the loan servicing business through the
purchase of loans from smaller mortgage companies and as a
representative of large lenders and investors, and
5.2.3. Shall expand its operations to the Republic of the Philippines
to include a mortgage take out business for the houses to be
built under the Mindanao Housing Project and other housing
programs.
6. REACTIVATION OF XXXX
6.1. Xxxx shall promptly file with the Securities and Exchange Commission
all necessary documents including but not restricted to Forms 10K,
10Q, D, and other forms required for reactivation to a fully reporting
company.
7. LISTING ON NASDAQ.
7.1. Subsequent to the successful completion of the said stock offering,
Xxxx shall endeavor to obtain a listing on NASDAQ under the symbol
"XXXX."
8. STOCK OPTIONS
8.1. Xxxx shall offer to the shareholders of SFM and option to purchase Two
Hundred Thousand (200,000) shares of Xxxx authorized unissued
Preferred stock at a price of One Dollar ($1.00) per share. Said
option must be exercised prior to the proposed secondary public
offering of Xxxx preferred stock.
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8.2. Xxxx shall prepare and put in effect an employee stock option plan to
be granted to both Xxxx and SFM employees.
9. ACCOUNTING AND RECORDS
9.1. SFM shall keep and maintain accounting records for its operations
9.2. SFM tax returns may be combined with Xxxx Tax returns.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of this 30th day of April, 1999.
XXXX INTERNATIONAL LTD.
(original signed by Xxxxxx Xxxx)
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Chairman
SFM MORTGAGE COMPANY
(original signed by Xxxxxx Xxxxxx)
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
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