COPY
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE" 1933 ACT"), NOR
REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 21St day of February, 1999, by and among Future
Project II Corp., a Florida corporation, (the "ISSUER"), and Grand
Entertainment and Music, Inc. ("GEM").
In consideration of the mutual promises, covenants, and
representations contained herein, and other good and valuable
consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of
this Agreement, the ISSUER agrees to issue to the shareholders of GEM,
16,000,000 shares of common stock of ISSUER, (the "Shares"), in exchange
for 100% of the issued and outstanding shares of GEM, such that GEM shall
become a wholly owned subsidiary of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants
to GEM the following:
i. Organization. ISSUER is a corporation duly organized,
validly existing, and in good standing under the laws of Florida, and has
all necessary corporate powers to own properties and carry on a business,
and is duly qualified to do business and is in good standing in Florida.
All actions taken by the Incorporators, directors and shareholders of
ISSUER have been valid and in accordance with the laws of the State of
Florida.
ii. Capital. The authorized capital stock of ISSUER
consists of 50,000,000 shares of common stock, $0.001 par value, of which.
prior to closing there are 5,000,000 shares are issued and outstanding.
iii. Financial Statements. The audited Financial Statements
of the ISSUER as of June 2, 1999 and the related statements of income and
retained earnings for the period then ended have been prepared in
accordance with generally accepted accounting principles consistently
followed by ISSUER throughout the periods indicated, and fairly present
the financial position of ISSUER as of the date of the financial
statements.
Exhibit 10 - Pg. 1
iv. Absence of Changes. Since the date of the financial
statements, there has not been any change in the financial condition or
operations of ISSUER, except changes in the ordinary course of business,
which changes have not in the aggregate been materially adverse.
v. Liabilities. ISSUER does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or
otherwise, and whether due or to become due, that is not reflected on the
ISSUERS' financial statement. ISSUER is not aware of any pending,
threatened or asserted claims, lawsuits or contingencies involving ISSUER
or its common stock. There is no dispute of any kind between ISSUER and
any third party, and no such dispute will exist at the closing of this
Agreement. At closing, ISSUER will be free from any and all liabilities,
liens, claims and/or commitments.
vi. Ability to Carry Out Obligations. ISSUER has the right,
power, and authority to enter into and perform its obligations under this
Agreement. The execution and delivery of this Agreement by ISSUER and the
performance by ISSUER of its obligations hereunder will not cause,
constitute, or conflict with or result in (a) any breach or violation or
any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of incorporation,
bylaw, or other agreement or instrument to which ISSUER or its
shareholders are a party, or by which they may be bound, nor will any
consents or authorizations of any party other than those hereto be
required, (b) an event that would cause ISSUER to be liable to any party,
or (c) an event that would result in the creation or imposition or any
lien, charge or encumbrance on any asset of ISSUER or upon the securities
of ISSUER to be acquired by SHAREHOLDERS.
vii. National Ouotation Bureau Pink Sheet Listing. The
Company is currently listed on the National Quotation Bureau Pink Sheets
Board with the following trading symbol: FTPS.
viii. Full Disclosure. None of representations and warranties
made by the ISSUER, or in any certificate or memorandum furnished or to be
furnished by the ISSUER, contains or will contain any untrue statement of
a material fact, or omit any material fact the omission of which would be
misleading.
ix. Contract and Leases. ISSUER is not currently carrying on
any business and is not a party to any contract, agreement or lease. No
person holds a power of attorney from ISSUER.
x. Compliance with Laws. To the best of its knowledge, ISSUER
has complied with, and is not in violation of any federal, state, or local
statute, law, and/or regulation.
xi. Litigation. ISSUER is not (and has not been) a party to any
suit, action, arbitration, or legal, administrative, or other proceeding,
or pending governmental investigation. To the best knowledge of the
ISSUER, there is no basis for any such action or proceeding and no such
action or proceeding is threatened against ISSUER and ISSUER is not
subject to or in default with
Exhibit 10 - Pg. 2
respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department, agency, or instrumentality.
xii. Conduct of Business. Prior to the closing, ISSUER shall
conduct its business in the normal course, and shall not (1) sell, pledge,
or assiz any assets (2) amend its Articles of Incorporation or Bylaws, (3)
declare dividends, redeem or sell stock or other securities, (4) incur any
liabilities, (5) acquire or dispose of any assets, enter into any
contract, guarantee obligations of any third party, or (6) enter into any
other transaction.
xiii. Documents. All minutes, consents or other documents
pertaining to ISSUER to be delivered at closing shall be valid and in
accordance with the laws of Florida.
xiv. Title. The Shares to be issued pursuant to this Agreement
will be, at closing, free and clear of all liens, security interests,
pledges, charges, claims, encumbrances and restrictions of any kind.
None of such Shares are or will be subject to any voting trust or
agreement. No person holds or has the right to receive any proxy or
similar instrument with respect to such shares, except as provided in this
Agreement, the ISSUER is not a party to any agreement which offers or
grants to any person the right to purchase or acquire any of the
securities to be issued pursuant to this Agreement. There is no applicable
local, state or federal law, rule, regulation, or decree which would, as
a result of the issuance of the Shares, impair, restrict or delay any
voting rights with respect to the Shares.
3. Shareholders and RH represent and warrant: ISSUER the following
that prior to Closing, it has been represented by independent counsel.
4. INVESTMENT INTENT. Shareholders acquiring the Shares for its own
account for purposes of investment and without expectation, desire, or need
for resale and not with the view toward distribution, resale, subdivision,
or fractiorization of the Shares.
5. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of
a certificate or certificates for the 16,000,000 Shares to be issued
pursuant to this Agreement.
(2) The resignation of the current officers and directors
of ISSUER.
(3) A Board of Directors resolution appointing such person
as GEM designate as a director(s) of ISSUER.
(4) All of the business and corporate records of ISSUER,
including but not limited to correspondence files, bank statements,
checkbooks, savings account books, minutes.
Exhibit 10 - Pg. 3
of shareholder and directors meetings, financial statements, shareholder
listings, stock transfer records, agreements and contracts.
(ii) By GEM
(1) Delivery to the ISSUER, or to its Transfer Agent, the
certificates representing 100% of the issued and outstanding stock of GEM.
6. MISCELLANEOUS.
Cautions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and
shall in no way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
ii. No oral Change. This Agreement and any provision hereof, may
not be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
iii. Choice of Law This Agreement shall be exclusively governed
by and construed in accordance with the laws of the State of Florida, If
any action is brought among the parties with respect to this Agreement or
otherwise, by way of a claim or counterclaim, the parties agree that in
any such action, and on all issues, the parties irrevocably waive their
right to a trial by jury. Exclusive jurisdiction and venue for any such
action shall be the State Courts of Miami-Dade County, Florida. In the
event suit or action is brought by any party under this Agreement to
enforce any of its terms, or in any appeal therefrom, it is agreed that
the prevailing party shall be entitled to reasonable attorneys fees to be
fixed by the arbitrator, trial court, and/or appellate court.
iv. Non Waiver. Except as otherwise expressly provided
herein, no waiver of any covenant, condition, or provision of this Agreemen
shall be deemed to have been made unless expressly in writing and signed by
the party against whom such waiver is charged; and (i) the failure of any
party to insist in any one or more cases upon the performance of any of
the provisions, covenants, or conditions of this Agreement or to exercise
any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants, or
conditions, (ii) the acceptance of performance of anything required by
this Agreement to be performed with knowledge of the breach or failure ofa
covenant, condition, or provision hereof shall not be deemed a waiver of
such breach or failure, and (iii) no waiver by any party of one breach by
another party shall be construed as a waiver with respect to any other or
subsequent breach.
v. Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
Exhibit 10 - Pg. 4
vi. Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, and supersedes all
prior agreements and understandings.
vii. Counterparts. This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has executed this Agreement on
this 4 day of February, 2000.
Future Project II Corp. Grand Entertainment and Music, Inc.
By:/s/Xxxx X. Xxxxxxx By:/s/Xxxx Xxxxxx
-------------------------------- --------------------------------
Xxxx X. Xxxxxxx, President
Exhibit 10 - Pg. 5
