AGREEMENT made this 15th day of March 1997 by and between DIZON INVESTMENTS
LIMITED, a British Virgin Islands Corporation ("Dizon") and OMAP HOLDINGS
INCORPORATED, a Delaware corporation.
WHEREAS, Dizon owns all of the issued and outstanding common stock of
American China Development Corporation (the "ACDC Stock"); and
WHEREAS, Dizon wishes to sell the ACDC stock to OMAP on the terms and
conditions set forth hereinbelow; and
WHEREAS, OMAP wishes to purchase the ACDC Stock from Dizon on the terms and
conditions set forth hereinbelow;
NOW, THEREFORE, in consideration of thE premises and promises contained
herein the signatory parties agree hereto as follows:
1. Dizon represents and warrants that it is the owner of all of the
outstanding stock of any kind issued by American China
Development Corporation ("American China");
2. Dizon represents and warrants that it is aware of no claim of any
type or kind made as of the date hereof or reasonably to be made
hereinafter by any person or entity against American China or
against Dizon's ownership of the ACDC Stock.
3. Dizon has all the rights, corporate and otherwise, to enter into
this Agreement pursuant to which the ACDC Stock is sold to OMAP.
4. Dizon agrees to sell all of its interest in the ACDC Stock to
OMAP. Dizon agrees that in addition to this Agreement, it will
execute all such documents as may be necessary to transfer
ownership of the ACDC Stock to OMAP.
5. OMAP agrees to pay Dizon as the full and total purchase price for
the ACDC Stock and Dizon agrees to accept from OMAP as full
payment for the ACDC Stock 20,000,000 shares of the common stock
of OMAP (the "OMAP Shares"). It is agreed, understood and
accepted by Dizon and OMAP that the OMAP Shares when issued to
Dizon will (a) not have been registered with the Securities and
Exchange Commission; and (b) bear a restrictive legend in form
and substance advising that the OMAP Shares cannot be sold or
otherwise hypothecated without either a registration statement
then being in effect or an opinion letter of counsel that such
registration need not be had.
6. All representations and warranties set forth in this Agreement
shall surmise the closing of the transaction contemplated hereby.
7. This Agreement may be signed in one or more counterparts.
8. This Agreement may be signed in one or more counterparts.
IN WITNESS WHEREOF, the parties have set their hands and seal the first day,
month and year above written.
DIZON INVESTMENTS LIMITED OMAP HOLDINGS INCORPORATED
By:/s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
