MIRAGE COMPUTERS, INC.
STOCK EXCHANGE AGREEMENT
This Stock Exchange Agreement (the "Agreement") is made and entered into
as of this 6th day of January 2000, by and between Capital Growth, LLC, an
Island of Nevis Limited Liability Company, (hereinafter referred to as "CG")
and Mirage Computers, Inc., a Nevada corporation, (hereinafter referred to as
"Mirage").
RECITALS
WHEREAS, CG currently holds 3,500,000 shares of Mirage Computers, Inc.
common stock ("Common Stock") which it purchased from two of Mirage's major
stockholders pursuant to certain stock purchase agreements (the "Stock
Purchase Agreements"), a copy of each agreement is attached hereto as
Exhibits A and B.
WHEREAS, the Common Stock is subject to a certain Lock-Up Agreement
dated October 25, 1999 (the "Lock-Up Agreement"), a copy of which is attached
hereto as Exhibit C; and
WHEREAS, CG and Mirage desire to exchange all of the Common Stock
subject to the Lock-Up Agreement with 144 restricted common stock of Mirage
subject to the terms and conditions set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and the mutual
covenants, conditions, representations and warranties hereinafter set forth,
the parties agree as follows:
1. Exchange of Common Stock. Effective as of the Closing (as defined
below) CG will surrender to Mirage, a certificate(s) totaling 3,500,000
shares of Mirage's Common Stock (the "Certificates"). Mirage will
immediately cancel the 3,500,000 shares of Common Stock and issue 750,000
shares of restricted common stock to CG pursuant to the following:
On the date of the Closing, Mirage shall deliver to CG a
certificate for Five Hundred Thousand (500,000) shares of
restricted common stock.
Mirage shall issue a certificate for an additional Two Hundred
Fifty Thousand (250,000) shares of restricted common stock to CG
when CG fulfills its obligation under the Stock Purchase Agreements
including but not limited to the payment of certain promissory
notes in the principal amounts of $183,000 and $118,000, together
with accrued interest.
MIRAGE COMPUTERS, INC.
STOCK EXCHANGE AGREEMENT
2. Securities Law Compliance. This Agreement, the offer, issue, exchange
and delivery of the Common Stock under the circumstances contemplated by
this Agreement constitutes or will constitute, as the case may be, an
exempted transaction under the Securities Act of 1933, as amended and
now in effect (the "Act"), and registration of the Common Stock under
the Act is not required. Mirage shall make such filings as may be
necessary to comply with the Federal securities laws and the Blue Sky
laws of any state, which filings will be made in a timely manner prior
to the exchange of the Common Stock.
3. Investment Representations. CG represents and agrees that it is
acquiring the Common Stock for its own account, not as a nominee or
agent, for investment and not with a view to or for resale in connection
with, any distribution or public offering thereof within the meaning of
the Act, except pursuant to an effective registration statement under
the Act.
4. Access to Information. CG represents that it has been given full and
complete access to Mirage for the purpose of obtaining such information
as CG or its qualified representative has reasonably requested in
connection with the decision to exchange the Common Stock. CG represents
that it has been afforded the opportunity to ask questions of the
officers of Mirage regarding its business prospects and the Common
Stock, all as CG or CG's qualified representative have found necessary
to make an informed investment decision to exchange the Common Stock.
5. Accredited Investor. CG is an "accredited investor" as defined in Rule
501(a) under the Act, and comes within at least one category as set
forth in said Rule. CG agrees to furnish any additional information
which Mirage deems necessary in order to verify that CG is an accredited
investor.
6. Restrictive Legends. It is understood that each certificate representing
the Common Stock and any other securities issued in respect of the
Common Stock upon any stock split, stock dividend, conversion,
recapitalization, merger or similar event (unless no longer required in
the opinion of counsel for Mirage) shall be stamped or otherwise
imprinted with legends substantially in the following form (in addition
to any legend that may now or hereafter be required by applicable state
law):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION
SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO
MIRAGE COMPUTERS, INC.
STOCK EXCHANGE AGREEMENT
THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT."
7. Closing. The Closing under this Agreement shall be held on January 7,
2000 at the offices of Mirage or at such other time or place as the
parties shall designate. At the Closing, (a) CG will deliver the
certificate(s) representing the 3,500,000 shares of common stock and (b)
Mirage will deliver a certificate for 300,000 shares of restricted
common stock to CG
8. Entire Agreement; Modification. This Agreement constitutes the entire,
final and complete agreement between CG and Mirage and supersedes and
replaces all prior or existing written and oral agreements between CG
and Mirage and may only be modified in writing by the agreement of all
parties.
9. Applicable Law; Dispute Resolution. This Agreement shall be governed by
and construed in accordance with the law of the State of Nevada without
regard to the conflicts of law provisions thereof. Any dispute arising
under this Agreement shall be settled by binding arbitration before a
single arbitrator under the Commercial Arbitration Rules of the American
Arbitration Association. The arbitrator shall award the prevailing
party its costs and expenses, together with reasonable attorneys' fees
(including the allocable share, if any, of in-house counsel fees) and,
accountants' and expert witness fees, if any. The award of the
arbitrator may be entered in and enforced by any court of competent
jurisdiction.
10. Notice. Each notice, instruction or other certificate required or
permitted by the terms hereof shall be in writing and shall be
communicated by personal delivery, fax or registered or certified mail,
return receipt requested, to the parties hereto at their respective
addresses, or at such other address as any of them may designate by
notice to each of the others.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above mentioned.
Capital Growth, LLC Mirage Computers, Inc.
/s/ Xxx Xxxxxxxxxxx
Xx. Xxx Xxxxxxxxxxx, President
