EXHIBIT 10.5
CONTRIBUTION AGREEMENT
X.X. FINANCIAL SERVICES, INC.
This Contribution Agreement (the "Agreement") is entered into as of July
15, 1999, by and between Xxxx XxXxxx ("Shareholder"), and X.X. FINANCIAL
SERVICES, INC., a Florida corporation ("Company").
A. Shareholder currently holds 8,600,000 shares of the Company's issued
and outstanding common shares (the "Common Shares").
B. The Common Shares were issued to Shareholder in consideration for
certain services to the Corporation (the "Consideration").
C. Shareholder and the Corporation have determined that it is in the best
interest of the Shareholder and the Corporation that the Shareholder
contribute to the Company 8,000,000 of the Common Shares to reduce the
number of issued and outstanding shares and to facilitate future
financing for the Company.
D. The Shareholder desires to contribute 8,000,000 Common Shares to the
Company and the Company desires to accept such contribution under the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Contribution. Shareholder hereby agrees to contribute Eight Million
(8,000,000) Common Shares to the Company and the Company hereby agrees
to accept such contribution by the Shareholder and to pay Shareholder
consideration in the sum of One Hundred Dollars ($100.00) as full
consideration for the Common Shares.
2. Governing Law. This Agreement shall be construed and enforced in
accordance with the federal laws of the United States and the internal
laws of the State of Washington, without regard to the conflicts of
law rules of such state.
3. Construction. Whenever the singular number is used in this Agreement
and when required by the context, the same shall include the plural
and vice versa, and the masculine gender shall include the feminine
and neuter genders and vice versa.
4. Headings. The headings in this Agreement are inserted for convenience
only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provisions
hereof.
5. Severability. If any provision of this Agreement or the application
thereof to any Person or circumstance shall be invalid, illegal or
unenforceable to any extent, the remainder of this Agreement and the
application thereof shall not be affected and shall be enforceable to
the fullest extent permitted by law.
6. Heirs, Successors and Assigns. Each of the covenants, terms,
provisions and agreements contained in this Agreement shall be binding
upon and inure to the benefit of the parties hereto and, to the extent
permitted by this Agreement, their respective heirs, legal
representatives, successors and assigns.
7. Creditors. None of the provisions of this Agreement shall be for the
benefit of or enforceable by any creditors of the Company.
8. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which shall constitute
one and the same instrument. Delivery of an executed counterpart of
this Agreement via facsimile shall be effective as delivery of a
manually executed counterpart of this Agreement.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
day first written above.
X.X. FINANCIAL SERVICES, INC.
By: --------------------------------
Its: ------------------------------
SHAREHOLDER
------------------------------------
Xxxx XxXxxx
