AGREEMENT
This Agreement entered into this 16th day of April, 1998, between Bria
Communications Corporation, a New Jersey Corporation, hereafter "BCC", and
International Beverage Development Corporation, a Delaware corporation,
hereafter
"IBDC".
RECITALS
IBDC has acquired 100% of AmViet Development Corporation, a Corporation
duly incorporated under the Commonwealth of the Bahamas, hereafter "AVDC". IBDC
desires to sell AVDC to BCC. NOW THEREFORE, the parties hereto agree as follows:
AGREEMENT
1. AVDC is the owner of a license issued by the government of Vietnam for
the joint venture partnership between Xxxxx Tri Beer Factory (the
Vietnamese partner) and AVDC (the American partner). Pursuant to such
license agreement AVDC owns 70% of the AmViet Mineral Water Company,
which is licensed to produce water, mineral water, and beverages in the
country of Vietnam. The Xxxxx Tri Beer Factory has contributed the
plant and land for their 30% contribution. The plant is located in
Xxxxx Tri Province in Vietnam. The plant is currently partially
finished with approximately $200,000 being required to complete the
water bottling operation so that the plant may begin production. The
production is expected to be completed and operational within 60 days.
In addition, AVDC is the licensee from the Monarch Beverage Company for
the country of Vietnam. The Monarch license enables AVDC to sell the
Monarch franchise products, such as America Cola, Dad's Rootbeer,
Kikapoo Joy Juice, and Bubble Up In the country of Vietnam. AVDC has
been in Vietnam for over three years and has established a network of
distributors for the products of this plant once production begins.
This joint venture will have ownership of the land, buildings,
equipment business, water rights, exclusive rights to the spring water,
mineral water springs, good will, customer lists, customers and all
accounts receivables in Vietnam.
2. IBDC hereby agrees to convey, at closing, all of the issued and
outstanding stock of AVDC, which includes the right ot the Monarch
license, to BCC. Such stock would consist of 50,000 shares, being all
of the authorized and issued common stock of AVDC.
3. BCC, in exchange for the acquisition of AVDC, including the Monarch
license, agrees to pay to IBDC $6,200,000 in BCC restricted common
shares, authorized, yet heretofore unissued. The proposed exchange of
stocks shall be treated
and recorded as a purchase of assets rather than a pooling of interest.
4. IBDC agrees to deliver to BCC all of the issued and outstanding shares
of AVDC and tha Monarch license at closing.
5. Concurrent with the execution of this Agreement, IBDC shall make
available all records of IBDC and AVDC to BCC, including, but not
limited to , financial statements for the development stage of the
company, financial statements for the interim fiscal quarters,
corporate minutes, correspondence and documents with the country of
Vietnam, licenses, franchise agreements, and such other records of the
Corporation as shall be required by agents and counsels of BCC.
6. Through the execution of this Agreement, and prior to the closing, the
owners of IBDC agree to cause AVDC to carry on its business in the
ordinary course, and not to enter into any other extraordinary
transactions.
7. BCC hereby represents and warrants that it is New Jersey corporation,
that it's Board of Directors has duly authorized this Agreement and the
officer executing this agreement is duly authorized.
8. IBDC hereby represents that it is a Delaware Corporation, that it has
title to the assets being conveyed, that this Agreement is duly
authorized by its Board of Directors.
9. At the closing, the following actions shall take place:
(a) IBDC will deliver all of its issued and outstanding shares of
AVDC and the Monarch license to BCC. ADVC will have delivered
the 50,000 shares of common stock constituting all of the
issued and outstanding shares of AVDC to the closing
attorneys. BCC shall issue restricted common shares to IBDC
at a value equal to an average of $6,200,000 divided by the
share price, valuing the BCC restricted common shares at the
average bid price for the five days immediately preceding the
closing.
(b) At the closing, Xxxxxxx Xxxxxxxxx, Secretary, BCC's Officers
and Directors shall appoint Xxxxxxx Xxxxxx as President and
Director, Xxxxx Xxxxxxx as Director and Chairman, Xxxxxx
Xxxxxx as Director Xxxxxx Xxxxx as Director, Xxxxx Xxxxxx as
Chief Executive Officer and Director, and Xxxx Xxxxx as the
Chief Financial Officer, Secretary, and Treasurer and
Director, Kitty Chow as Director, and Xxxxxxx Xxxxxxxxx as
Director.
10. Immediately following the election of the new officers and directors,
Xxxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxx shall
resign as officers and directors.
11. This proposed Agreement shall be subject to the approval of the Board
of Directors of IBDC and BCC. Such approvals shall be completed on or
before April 21, 1998. BCC will obtain the approval of its shareholders
and Board of Directors to increase the number of authorized common
shares, if required, approve the transaction, and appoint the officers
and directors and the appointment of an auditor in order to perfect
this proposed transaction.
12. BBC and IBDC agree to file all such necessary papers and forms as shall
be required by counsel for IBDC and BCC with respect to the securities
laws of the State of New York and the Securities and Exchange
Commission.
13. This Agreement shall be interpreted and construed pursuant to the laws
of the State of Utah.
14. Closing for this transaction shall take place on or before April 23,
1998. Prior to closing, all documents shall be exchanged. Closing shall
take place at the offices of Jensen, Duffin, Xxxx, Xxxxxx and Xxxxxxx
at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000. All
items to be delivered from AVDC at closing will have been escrowed with
the offices of Jensen, Duffin, Xxxx, Xxxxxx and Xxxxxxx in Salt Lake
City,Utah and shall be delivered upon execution of the remaining
closing documents.
BRIA COMMUNICATIONS CORPORATION
Attest: /s/Xxxxxxx Xxxxxxxxx BY: /s/Xxxxxxx Xxxxxxxxx
INTERNATIONAL BEVERAGE
DEVELOPMENT CORPORATION
Attest:/s/ Xxxxx X. Xxxx BY:/s/Xxxxx X. Xxxxxx
