Exchange Agreement
This Exchange Agreement is entered into this 25th day, of May 1999, between
International Beverage Development Corporation, a Delaware corporation,
hereinafter "IBDC"; and Victoria Beverage Company Limited, of the Isle of Man,
hereinafter "Victoria". Victoria is the holder of a Bearer Promissory Note, in
the amount of $3,000,000 and desires to exchange such Note to IBDC for
12,000,000 common shares of Gourmet's Choice Coffee Co., Inc. from IBDC (the
"Gourmet's Shares");
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
Agreement
1. Victoria hereby assigns and conveys to IBDC that the Bearer Promissory
Note in the amount of $3,000,000 due to Bearer from IBDC. IBDC hereby
acknowledges receipt of such Bearer Note.
2. IBDC hereby agrees to assign within thirty days, to Victoria, two
stock certificates, each in the amount of 6,000,000 shares. Such
shares shall be restricted shares as defined under the rules and
regulations of the Securities Exchange Commission of the United
States, and such shares shall be subject to a holding period under
Rule 144 of the Securities Exchange Commission for such restricted
shares. Such shares shall have an appropriate legend stamped on each
share certificate.
3. All representations and warranties shall survive the closing.
4. This Agreement will be binding on the parties hereto, their heirs,
executors, successors, and assigns.
5. Each party hereto agrees to execute all other documents, cancellation
of notes, and recordings as shall be necessary to carry out the intent
of this Exchange Agreement.
6. This Agreement shall be construed under the laws of the State of New
York.
7. 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.
Victoria Beverage Company Limited International Beverage Development
Corporation
By: /s/Xxxxxx Xxxxxx By: /s /Xxxxx X. Xxxxxx
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