Exhibit 10.1
Capital Contribution Agreement
Xxxxxxxxx Xxxxx hereby agrees to contribute one share of Xxxxxx Xxxxx
Enterprises SA, a Swiss corporation, constituting all of its issued and
outstanding shares, to Xxxxxx Xxxxx Enterprises Inc., a New York corporation
(the "Company"), in exchange for ten million shares of common stock of the
Company, as a capital contribution. The Company and Xxxxxxxxx Xxxxx agree that
the ten million shares to be issued to Xxxxxxxxx Xxxxx shall be deposited into
escrow with an escrow agent mutually acceptable to both of them. The issuance
of the ten million shares and the contribution of the one share should take
place upon the closing of the merger between the Company and In Full Affect,
Inc., or as soon thereafter as practicable. The five million shares will be
released from escrow at the time of the closing of the merger and five million
will be released at the time Xxxxxx Xxxxx Enterprises SA delivers to the Company
audited financial statements that meet the requirements of generally accepted
accounting principles and standards in the United States and the accounting
requirements of the United States Securities and Exchange Commission ("Financial
Statements").
Xxxxxxxxx Xxxxx has until September 30, 2001 to provide the Company with
the Financial Statements. In the event Xxxxxxxxx Xxxxx fails to deliver the
Financial Statements by September 30, 2001, Xxxxxx Xxxxx has the right, until
March 31, 2002, to have the Financial Statements prepared. In the event Xxxxxx
Xxxxx and Xxxxxxxxx Xxxxx fail to have the Financial Statements prepared and
delivered to Xxxxxx Xxxxx by March 31, 2002, the Contribution Agreement shall
become null and void.
Xxxxxxxxx Xxxxx hereby represents that it is acquiring the shares of the
Company for his own account, for investment purposes only and not with a view to
the resale or distribution thereof.
IN WITNESS WHEREOF, each of the parties has caused this Capital
Contribution Agreement to be executed on this 24th day of January, 2001.
Xxxxxxxxx Xxxxx Xxxxxx Xxxxx Enterprises Inc.
/s/ Xxxxxxxxx Xxxxx /s/ Xxxxxxxxx Xxxxx
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President
