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EXHIBIT 2
This AGREEMENT for sale and transfer of share is signed by and between;
▇▇▇▇▇ ▇. ▇▇-▇▇▇▇▇▇▇ with service address at ▇▇ ▇▇▇▇▇▇ Trading Centre, Jedah,
Saudi Arabia;
and
CORE ▇▇▇▇▇ FAMILIES ("CSF") represented by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ with service
address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇;
WHEREAS the CSF own a majority interest in Tristar Corporation, San Antonio,
Texas, USA (NASDAQ: TSAR) ("Tristar");
AND WHEREAS the CSF and ▇▇. ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ have long standing business
relations as supplier and customer;
AND WHEREAS the stock owned by the CSF is unregistered stock;
Therefore the parties have recorded the following understanding:
a. CSF will sell and transfer to ▇▇. ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 700,000 (Seven Hundred
Thousand) shares of common stock of Tristar represented by the following
share certificates:
CERTIFICATE
HELD IN THE NAME OF: SHARES NUMBER
---------------------------- -------- -----------
Transvit Manufacturing Corp. 500,000 0552
Starion International (BVI) 50,000 0188
Starion International (BVI) 50,000 0189
Starion International (BVI) 10,000 0190
Starion International (BVI) 10,000 0191
Starion International (BVI) 10,000 0192
Starion International (BVI) 10,000 0193
Starion International (BVI) 10,000 0194
Starion International (BVI) 10,000 0195
Starion International (BVI) 10,000 0196
Starion International (BVI) 10,000 0197
Starion International (BVI) 10,000 0198
Starion International (BVI) 10,000 0199
TOTAL *** 700,000 ***
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b. The shares will be transferred to either ▇▇. ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ or to his
order.
c. As full and final consideration for the sale and transfer, ▇▇. ▇▇▇▇▇
Al-Musbhai will pay to the CSF US$6.25 per share amounting to
US$4,375,000/- (Four million three hundred and seventy five thousand
only). The consideration will be net of all charges including transfer
and legal charges. The consideration will be paid as under:
o US$3,500,000/- (Three million five hundred thousand) on or before
30th April 1998.
o US$400,000/- (Four Hundred Thousand) on or before 31st August
1998.
o US$475,000/- (Four hundred seventy five thousand) on or before
31st December 1998.
This agreement is made at Dubai on the 22nd day of April 1998.
/s/ ▇▇▇▇▇ ▇. ▇▇-▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇-▇▇▇▇▇▇▇ CORE ▇▇▇▇▇ FAMILIES
(By ▇▇▇▇▇ ▇. ▇▇▇▇▇)
