EX-2.1
AGREEMENT
KAWA BEVERAGES MANUFACTURING AND DISTRIBUTING CO.
Agreement
This agreement is entered into this day January 9, 2003 by and
between KAWA Beverages Manufactuing and Distributing Co. and
VentureNet Capital Group, Inc. (VNTN).
Recitals
KAWA Beverages owns formulas, trade secrets and licensed a patent
number 6,000,848 for beverage usage under conditions specified in
licensing agreement.
VentureNet Capital Group, Inc. (VNTN) is a public company currently
on the pink sheets and actively seeks to acquire KAWA Beverages and
KAWA Beverages agrees to be acquired on the following terms and
conditions:
1. VNTN will own 75% of KAWA Beverages as result of the acquisition
VNTN will raise within 90 days a sufficient working capital to
buy manufacturing and packaging equipments from Morpak Systems
Technology and secure the advertising of the beverage line.
2. Moreover, VNTN will pay as an acquisition price 3.5% of the
current issued and outstanding shares of VNTN stock. Said 3.5%
would amount 1,820,000 shares. This amount will not increase
when VNTN authorizes or issues additional shares.
3. VNTN will appoint the founder of KAWA Beverages Xx. Xxx Xxxxx as
President and COO of the new Beverage unit. A salary plus bonus
and expenses will be paid on the monthly basis (see attached
contract). In the interim an out of pocket expenses in the
amount of twenty five hundred dollars ($2,500) have been paid
monthly since November 2002 and will continue until the funding
has been completed.
4. Once the funding has been completed and the working capital is
available to KAWA Beverages, VNTN and Xxx Xxxxx will have
complete control and discretion over the use and licensing of
KAWA Beverages.
The parties agree that this contract is a personal executory contract
and cannot be assigned to any creditor of either party.
All parties signing this agreement have full power and authority to
enter into this contract and to perform all obligations there under.
This contract becomes effective and binding on all parties upon signing.
VentureNet Capital Group, Inc. KAWA Beverages Manufacturing
and Distributing Co.
By: /s/ Xxxxxxx X. Xxxxxx /s/ Xxx Xxxxx
Xxxxxxx X. Xxxxxx, President Xxx Xxxxx, President
