SHARE EXCHANGE AGREEMENT
Exhibit 10.1
This
Share Exchange Agreement
(“Agreement”) dated November 2, 2005 by and between Xxxxxx Xxxxxx D/B/A Xxxxxxx
Xxxxxxx, a sole proprietorship (“Xxxxxxx XX”) and Xxxxxxx Xxxxxxx, Inc., a
Nevada corporation (“Xxxxxxx, Inc.”).
WITNESSETH:
WHEREAS,
Xxxxxxx XX
owns certain assets (the “Assets”); is liable for certain liabilities (the
“Liabilities”); and is party to certain agreements (the
“Agreements”);
WHEREAS,
Xxxxxxx XX
desires to transfer all of its Assets, Liabilities and the right to all of
its
Agreements to Xxxxxxx, Inc.; and
WHEREAS,
Xxxxxxx,
Inc., desires to assume all of Xxxxxxx SP’s Assets, Liabilities, and
Agreements.
NOW,
THEREFORE, in
consideration of the premises and the mutual covenants, agreements, and
considerations herein contained, the parties hereto agree as
follows:
1.Transfer
of Assets, Liabilities and Agreements.
Xxxxxxx
XX agrees to transfer all of its Assets, Liabilities and the right to all of
its
Agreements to Xxxxxxx, Inc. in consideration of the issuance of the Shares
(as
defined below).
2.Assumption
of Assets, Liabilities and Agreements.
Xxxxxxx,
Inc., agrees to issue the Shares (as defined below) in consideration for the
assumption of the Assets, Liabilities and Agreements.
3.Issuance
of Shares.
Xxxxxxx,
Inc. agrees to issue Xxxxxx X. Xxxxxx, the sole proprietor of Xxxxxxx XX, One
Million (1,000,000) shares of Xxxxxxx, Inc. restricted common stock (the
“Shares”) in consideration for the transfer of all of Xxxxxxx SP’s Assets,
Liabilities and Agreements to Xxxxxxx, Inc.
4.Miscellaneous.
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(a)Assignment. All
of the terms, provisions and conditions of this Agreement shall be
binding
upon and shall inure to
the benefit of and be enforceable by the parties hereto and their
respective successors and permitted
assigns.
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(b)Applicable
Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas, excluding any
provision which would require the use of the laws of any other
jurisdiction.
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(c)Entire
Agreement, Amendments and Waivers. This Agreement
constitutes the entire agreement of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and commitments,
whether written or oral, with respect to the subject matter
hereof. No variations, modifications, changes or extensions of
this Agreement or any other terms hereof shall be binding upon any
party
hereto unless set forth in a document duly executed by such party
or an
authorized agent or such
party.
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(d)Waiver.
No failure on the part of any party to enforce any provisions of
this
Agreement will act as a waiver of the right to enforce that
provision.
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(e)Section
Headings. Section headings are for convenience only and shall not
define or limit the provisions of this
Agreement.
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(f)Effect
of Facsimile and Photocopied Signatures. This Agreement may be
executed in several counterparts, each of which is an
original. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any
of the
other counterparts. A copy of this Agreement signed by one
party and faxed to another party shall be deemed to have been executed
and
delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for
all
purposes.
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IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first
written above.
Xxxxxx
Xxxxxx D/B/A Xxxxxxx
Xxxxxxx
/S/
Xxxxxx X.
Xxxxxx
Xxxxxx
X. Xxxxxx,
Sole
Proprietor
Xxxxxxx
Xxxxxxx,
Inc.
/S/
Xxxxxx X.
Xxxxxx
Xxxxxx
X. Xxxxxx,
President
