AGREEMENT
This agreement, made on October 7, 1997 between Xx-Xxxx Resource
Corp., (hereinafter referred to as "DRC") of X.X. Xxx 00, Xxxx
Xxxx Xxxxxxxx, the British Virgin Islands and Integrated
Carbonics Corp. (hereinafter known is ICC), of Xxxxx 0, Xxx 00
Xxxxx Xxxx, Xxxxxxxx, 00000,
WITNESSETH;
WHEREAS, DRC represents and warranties that;
(1) It is a corporation duly registered under the laws of the
British Virgin Islands and that it is in good standing and
valid existence.
(2) It has the power and full authority to execute this contract
and none of its actions are subject to consent by the
Government of the British Virgin Islands or any other
party(s).
(3) This contract will be valid and binding upon execution by
both parties.
(4) That no additional conditions, agreements or liabilities
exist with respect to the asset being transferred, which are
not represented in existing agreements attached hereto.
WHEREAS, ICC represents warranties that;
(1) It is a corporation duly registered under the laws of the
State of Delaware and is in good standing and valid
existence.
(2) It has the power and full authority to execute this contract
and none of its actions are subject to the consent of the
Government of the United States or any other party(s).
(3) This contract will become valid and binding upon execution
by both parties.
(4) There are as of the date of this contract approximately
25,500,000 (twenty five million five hundred thousand)
common shares of the company's capital stock issued.
(5) It intends to complete a consolidation of its capital stock
on a 100:1 basis and that this will be completed prior to
any shares being issued to DRC under this agreement.
(6) No additional shares in its capital stock, other than those
contemplated in this agreement, will be issued without prior
shareholders' approval.
NOW THEREFORE, in consideration of mutual promises contained
herein the parties agree as follows,
DRC hereby agrees to sell and transfer to ICC, 100% of its
interest in the contracted China Canada Liumao Graphite Products
Co. Ltd., of Heilongjiang Province, the People's Republic of
China.
ICC hereby agrees to purchase from DRC, 100% of its interest in
the aforementioned contract and project for;
1) The issuance of 6,000,000 (six million), post consolidation
shares of its capital stock to DRC and,
2) Repayment of all project development and out of pocket
expenses and,
3) Assumption of all obligations of DRC with respect to the
contract and project including any existing obligations to
third parties or advisors.
CONDITIONS TO THIS AGREEMENT
Restriction on the issuance of shares: ICC and its Board of
Directors agree to complete the aforementioned consolidation
prior to issuing any shares to DRC, as agreed upon herein.
APPLICABLE LAWS
This contract shall be governed by and construed in accordance
with the Laws of the Province of British Columbia, Canada.
IN WITNESS WHEREOF, Xx-Xxxx Resource Corp. and PLR, Inc. have
caused this contract to be executed this 7th day of October 1997.
Xx-Xxxx Resources Corp.
Per: //ss [illegible]
Director
PLR, Inc.
Per: //ss [illegible]
Director
