EXCHANGE AGREEMENT
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EXCHANGE AGREEMENT entered into and effective this 20th day of July,
2004, by and between Grupo Industrial NKS, S.A. de C.V. ("NKS") a Mexican
company, and North American Liability Group, Inc. ("XXXX"), a Florida
corporation.
BACKGROUND
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The directors and shareholders of NKS have elected to take the company
public on the US Exchange, which will allow the company to seek capital in
the public sector to restructure the corporate finance including the
liabilities to the Federal Treasury Department of Mexico.
The Common Stock (par value $.001 per share) of XXXX is publicly traded
on the NASDAQ Bulletin Board. XXXX was incorporated in the state of
Florida on November 13, 1992 and maintains its headquarters at 0000 X.
Xxxxxxxxxx Xxxx., Xx. Xxxxxxxxxx, XX 00000.
Subject to all of the terms and conditions set forth in this Agreement,
below is the agreement of the parties relative to the consummation of the
following transactions:
a) at the closing of the transactions contemplated herein ("Closing"),
the issuance by XXXX of an aggregate of 250,000,000 shares of XXXX
common Stock to the shareholders of NKS;
b) at Closing, the delivery of 30,000,000 shares of XXXX Preferred Stock
Class B to Whitehall Trust for further distribution to the appropriate
parties to be identified by the shareholders of NKS and XXXX as mutual
agreed prior to closing;
c) at Closing, the delivery to XXXX by the shareholders of NKS of 75% of
the issued and outstanding shares of NKS, of whatever class;
d) Prior to Closing, XXXX shall have effectuated a 1 for 30 reverse split
of its common stock, and
e) The filing by XXXX with the SEC under the 1934 Act of Form 8-K within
15 days of the closing of the transaction, satisfying the requirements
thereof and attaching this Agreement as an Exhibit thereto, and
(within sixty days thereafter) the filing of an Form 8-K containing
in compliance with Regulation S-X the required financial statements of
NKS.
NOW, THEREFORE, in consideration of the agreements, representations,
warranties and mutual covenants hereinafter set forth, and intending to be
legally bound hereby, the parties agree as follows:
1. Representations and Warranties of XXXX:
a) Representations of XXXX. XXXX represents, warrants, covenants and
agrees as follows, all of which are true and correct in all material
respects as of the date hereof and will be true and correct in all
material respects as of the Closing Date (as defined in herein) with
the same force and effect as if then made:
NALG/NKS Stock Exchange Agreement
b) Corporate. XXXX is a corporation duly organized and existing under
Florida law and is in good standing in the State of Florida, XXXX has
all requisite power and authority to conduct its business as it is
now being conducted and to own or use the properties and assets it
purports to own or use;
c) Authority. The execution and delivery by XXXX of this Agreement and
each other agreement or instrument contemplated by this Agreement, the
performance by XXXX of its covenants and obligations under this
Agreement, and the consummation by XXXX of the transactions
contemplated by this Agreement, have been authorized by all necessary
corporate action. Assuming due execution and delivery, this Agreement
constitutes the valid and legally binding obligation of XXXX and is
enforceable in accordance with its terms.
d) No Violation. Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated by this
Agreement violates any provisions of any of NOAL's organizational
documents; violates any statute, ordinance, law, writ, injunction,
ruling, regulation, order, judgment or decree of any court or
governmental agency or board ("Laws") by which XXXX or any of its
assets or properties is bound, which violation could reasonably be
agreement ("Contracts") or other instrument or obligation to which
XXXX is a party or by which NOAL's assets are encumbered and which,
individually or in the aggregate, could reasonably be expected to
have a material adverse effect on the financial position, results of
operations or business of XXXX;
e) Regarding Financial Statements. All of NOAL's audited financial
statements, including, but not limited to, NOAL's audited
consolidated balance sheet (including the notes thereto), and the
related audited consolidated statement of income, changes in
stockholders' equity and cash flow for the two year fiscal period
ended December 31, 2003 (the "XXXX Audited Financial Statements"),
and all of NOAL's unaudited financial statement for the second
quarter ended June 30, 2004 (the "XXXX Unaudited Financial
Statements"), fairly present, in all material respects, the financial
condition and the results of operations, changed in stockholders'
equity and cash flow of XXXX as of the respective dates thereof and
for the accounting periods referenced therein, all in accordance with
generally accepted accounting principles and practices applied on a
consistent basis, and are collectively referred to herein as the "XXXX"
Financial Statements.
f) No Omissions. This Agreement and the information furnished by XXXX,
whether set forth in this Agreement or in any filing made by XXXX
under the 1934 Act, contains no untrue statement of a material fact
NALG/NKS Stock Exchange Agreement 2
and does not omit to state a material fact necessary to make the
statements made not misleading.
2. Representations and Warranties of NKS:
a) Representations of NKS. NKS represents, warrants, covenants and
agrees as follows, all of which are true and correct in all material
respects as of the date hereof and will be true and correct in all
material respects as of the Closing Date with the same force and
effect as if then made:
b) Corporate. NKS is a corporation duly organized and existing under
Mexico law and is in good standing in Mexico. NKS has all requisite
power and authority to conduct its business as it is now being
conducted and to own or use the properties and assets it purports to
own and use, NKS is registered to do business in all jurisdictions
where the failure to obtain such registration could reasonably be
expected to result in a material adverse effect on the financial
position, results of operations or business of NKS. NKS is in
compliance with all federal and state regulations applicable to the
business conducted by NKS;
c) Authority. The execution and delivery by NKS of this Agreement and
each other agreement or instrument contemplated by this Agreement,
the performance by NKS of its covenants and obligations under this
Agreement, and the consummation by NKS of the transactions
contemplated by this Agreement, have been authorized by all necessary
corporate action. Assuming due execution and delivery, the Agreement
constitutes the valid and legally binding obligation of NKS and is
enforceable in accordance with its terms;
d) No Violation. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
by this Agreement: violates any provision of any of NKS's
organizational documents; violates any statute, ordinance, law, writ,
injunction, ruling, regulation, order, judgment or decree of any court
or governmental agency or board ("Laws") by which NKS or any of its
assets or properties is bound, which violation could reasonably be
expected to have a material adverse effect on the financial position,
results of operations or business of NKS; or, conflicts with, violates
or will result in any breach of (or give rise to any right of
termination, cancellation, modification, amendment, rescission,
refusal to perform or acceleration of any of the terms of, or
constitute a default under, or result in the creation of any lien
pursuant to the terms of, any note, bond, lease, mortgage, deed of
trust, franchise, guaranty, certificate of occupancy, indenture,
license, permit, contract or agreement ("Contracts") or other
instrument or obligation to which NKS is a party or by which NKS's
assets are encumbered and which, individually or in the aggregate,
could reasonably be expected to have a material adverse effect on the
financial position, results of operations or business of NKS;
e) Regarding Financial Statements. All of NKS's audited financial
statements, including NKS's opening audited balance sheet (including
NALG/NKS Stock Exchange Agreement 3
the notes thereto) (the "NKS Opening Audited Financial Statements"),
fairly present, in all material respects, the financial condition of
NKS as of the date thereof, in accordance with generally accepted
accounting principles and practices, and is referred to herein as
the "NKS Opening Financial Statements".
f) Title to Assets. NKS holds good and marketable title to the Assets,
and with respect to the real property, free and clear of restrictions,
with the exception of those liens and encumbrances listed in NKS's
audited financial statements, said Assets are free and clear of
liens, pledges, charges, or encumbrances. The property on which NKS
is located is held under an "Option to Purchase Agreement".
g) No Omissions. This Agreement and the information furnished by NKS,
whether set forth in this Agreement or in any document, contains no
untrue statement of a material fact and does not omit to state a
material fact necessary to make the statements made not misleading.
h) Conduct of the Business. Other than as contemplated by this Agreement,
each of NKS and XXXX covenants and agrees that, from and after the date
hereof and until Closing, neither will conduct its business, or introduce
any material change in its business practices or the accounting methods
in respect of its business, except in a manner consistent with prior
practices; provided, however, that nothing contained herein shall prevent
NKS from acquiring additional businesses in any manner satisfying the
business judgment of NKS.
i) Books and Records. Fail to maintain its books and records in accordance
with sound business practices, on a basis consistent with prior practice;
and make any announcement or submit any filing(s) to the SEC without
having received the approval of the other party hereto.
3. Closing Date.
Provided all conditions precedent have been satisfied, closing of the
transactions contemplated by this Agreement (the "Closing") shall take place
at the principal office of XXXX not more than sixty (60) days from the date
hereof (the "Closing Date"), or on such other date and at such other time and
place as is agreed to by the parties. Absent written confirmation to the
contrary, this Agreement shall automatically terminate in the event that all
conditions precedent have not been satisfied prior to the Closing Date.
4. Conditions Precedent to the Obligation of NKS to Close.
The obligation of NKS and of each NKS member to close and consummate the
transactions contemplated by this Agreement, is subject to the satisfaction
of the following conditions precedent, any or all of which may be waived by
NKS and by each NKS member, and XXXX agrees to use commercially reasonable
efforts to satisfy each of the following conditions precedent at or prior
to Closing;
a) Representations and Warranties. The representations and warranties
made by XXXX shall be true and correct as of the Closing Date with
the same force and effect as if then made. On the Closing Date,
XXXX shall deliver to NKS a certificate dated the Closing Date to
such effect;
NALG/NKS Stock Exchange Agreement 4
b) Compliance with Covenants. All of the covenants and obligations
required to be performed by XXXX or with which XXXX is to comply at or
prior to Closing, must have been duly performed and complied with in
all material respects;
c) Other Certificates. NKS shall have received such other certificates,
instruments and other documents, in form and substance satisfactory to
NKS and its counsel, as NKS shall have reasonably requested in
connection with the consummation of the transactions contemplated
hereby;
d) XXXX Capitalization. XXXX shall have approved a reverse split of its
common stock at a ratio of 1 share for each 30 shares previously
issued. The total number of issued and outstanding shares of Common
Stock and Preferred Stock, of whatever Class, of XXXX shall not
exceed 60,000,000; and
e) Approval of XXXX Financial Statements. Within ten (10) days of the
receipt by NKS of the XXXX Financial Statements, NKS shall have
approved the XXXX Financial Statements. NKS shall have also, within
the same time frame, approved all other documents or submissions
delivered to NKS by XXXX pursuant to this Agreement. Any Financial
Statement, document or submission not disapproved within such ten
(10) day period by NKS shall be deemed to have been approved. Any
basis for disapproval shall be explicitly stated by NKS.
5. Conditions Precedent to the Obligation of XXXX to Close.
The obligation of XXXX to close is subject to satisfaction of the
following conditions precedent, any one of which may be waived by XXXX in
its sole discretion, and, as to each of which, XXXX agrees to use commercially
reasonable efforts to satisfy at or prior to Closing:
a) Approval of NKS Financial Statements. Within ten (10) days of the
receipt by XXXX of the NKS Financial Statements, XXXX shall have
approved the NKS Financial Statements. XXXX shall have also, within
the same time frame, approved all other documents or submissions
delivered to XXXX by NKS pursuant to this Agreement. Any financial
Statement, document or submission not disapproved within such ten (10)
day period by XXXX shall be deemed to have been approved. Any basis
for disapproval shall be explicitly stated by XXXX;
b) Approval by NKS Shareholders. This Agreement and the obligations,
representations and warranties of the NKS shareholders described herein
shall have been duly adopted or ratified by the NKS shareholders
pursuant to valid and legally binding member action; and XXXX shall be
provided with a copy of action duly adopted by the NKS shareholders and
certified by the Managing Member of NKS;
c) Representations and Warranties. The representations and warranties
made by NKS herein shall be correct as of the Closing Date with the
NALG/NKS Stock Exchange Agreement 5
same force and effect as if then made, and NKS shall deliver to XXXX
a certificate dated the Closing Date to such effect; and
d) Opinion of Counsel of NKS. At the closing, there will be delivered
to XXXX a signed opinion from counsel for NKS, reasonably satisfactory
to NOAL's counsel that:
(1) NKS is a corporation validly existing in good standing under the
laws of Mexico
(2) This Agreement when executed and delivered by NKS will be a valid
and binding obligation of NKS, enforceable against them in accordance
with its terms, subject as to enforcement of remedies, to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the rights of creditors generally and the discretion of
courts in granting equitable remedies.
(3) The execution, delivery and performance of this Agreement by NKS, do
not, and will not, with or without the giving of notice or the lapse of
time, or both: (A) result in a material beach of or conflict with any
of the terms or provisions of, or constitute a material default under,
or result in the modification or termination of, or result in the
creation or imposition of any lien, security interest, charge or
encumbrance upon any of the properties or assets of XXXX pursuant to any
material note, contract, lease, commitment or other agreement or
instrument to which he is a party or by which NKS or any of its
properties or assets are or may be bound or affected, to the best of its
knowledge; (B) violate in any material way any existing applicable
law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the
Seller or any of its properties or business, to the best of counsel's
knowledge; or (C) violate any permit, certification, registration,
approval, consent or license applicable to the business or properties
of NKS, to the best of its knowledge.
(4) That to counsel's knowledge: (i) all written contracts with NKS's
vendors and suppliers, are in full force and effect, in good
standing and have not been breached by any party, and (ii) there
are no pending or threatened lawsuits, enforcement proceedings or
legal actions against NKS.
(5) XXXX has good and valid title to all of its assets.
(6) The performance of this Agreement by NKS does not violate any of
the laws in the country of Mexico or any other state, municipality or
other governmental law, rule or regulation.
6. Procedures at Closing.
Provided all conditions precedent to Closing have been satisfied or
waived, at Closing each party shall execute and deliver such other
instruments, certificates, authorizations, releases, resolutions and
documents as may be necessary to effect the
NALG/NKS Stock Exchange Agreement 8
transactions described in or as is otherwise required by this Agreement and
the following shall occur:
a) Issuance of XXXX Common Stock. XXXX shall issue and deliver to the
NKS shareholders an aggregate of 250,000,000 shares of unregistered
XXXX common stock, fully paid and non-assessable, to be distributed
among the NKS shareholders as the latter shall determine. Such
issuance shall constitute an exempt transaction pursuant to Section
4(2) of the 1933 Act and such exemption shall be appropriately
documented. The shares shall be appropriately legended and stop
transfer instructions shall be issued to the Transfer Agent for
XXXX Common Stock.
b) Transfer of XXXX Preferred Stock Class X. XXXX shall deliver to
Whitehall Trust the number of 30,000,000 shares of XXXX Preferred Stock
Class B free and clear of all liens and encumbrances of any kind, to be
distributed to the appropriate parties identified by shareholders of
NKS and XXXX as mutual agreed prior to closing.
c) Transfer of NKS Ownership to XXXX. Simultaneously with the issuance
and delivery of the XXXX Common Stock described in Paragraph 6(a)
above, each NKS shareholders will assign and transfer to XXXX all
of such NKS member's right, title and interest in and to all of the
member's interest in NKS owned by such member. To do so, each NKS
member will deliver to XXXX its certificate representing all of the
NKS interest owned by such NKS member, such certificate to be duly
endorsed in blank or accompanied by an irrevocable stock power and
assignment separate from certificate and endorsed in blank.
7. Procedures after Closing.
Following closing, each of NKS and XXXX shall, from time-to-time, execute
and deliver such additional instruments, documents, conveyances or assurances
and take such other action as shall be necessary, or otherwise reasonably
requested by the other party, to confirm and assure the rights and obligations
provided for in this Agreement and render effective the consummation of the
transactions contemplated by this Agreement.
8. Survival of Representations; Indemnification.
a) The representations and warranties set forth in Paragraph 1(a) and (b)
of this Agreement shall survive the Closing but shall terminate and
be of no further force and effect on the first anniversary of the
Closing Date. Unless a specific period is set forth herein (in which
event such specified period shall control), all other covenants and
agreements contained in this Agreement shall survive the Closing and
remain in effect until waived or otherwise fulfilled,
b) Indemnifiable Losses. The term "Indemnifiable Losses" shall mean any
and all liabilities, obligations, claims, actions, damages, civil and
criminal penalties and fines, out-of-pocket costs and expenses
(including any reasonable attorneys' and other professional fees),
relating to, resulting from or arising out of any breach of any
representation, warranty,
NALG/NKS Stock Exchange Agreement 7
covenant, agreement or undertaking by the indemnifying party and
contained in this Agreement.
c) Indemnification by XXXX and NKS. On the terms and subject to the
limitations (if any) set forth in this Agreement, XXXX shall indemnify,
defend and hold harmless NKS and its shareholders, and each of the
past, present and future directors, officers and employees of NKS,
and NKS and its shareholders shall indemnify, defend and hold harmless
XXXX and its shareholders, and each of its past, present and future
directors, officers and employees of XXXX, from and against any and
all Indemnifiable Losses relating to, resulting from or arising out
of any breach of any representation, warranty, covenant, agreement or
undertaking by either such party set forth in this Agreement.
d) Indemnification Procedure. In the case of any claim asserted by a
third party against a party entitled to indemnification under this
Agreement (the "Indemnified Party"), notice shall be given by the
Indemnified Party to the party required to provide indemnification
(the "Indemnifying Party") promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought,
and the Indemnified Party shall permit the Indemnifying Party (at
the expense of such Indemnifying Party) to assume the defense of any
claim or any litigation resulting there from provided that (i) counsel
for the Indemnifying Party who shall conduct the defense of such claim
or litigation shall be reasonably satisfactory to the Indemnified
Party, (ii) the Indemnified Party may participate in such defense
at such Indemnified Party's expense, and (iii) the omission by any
Indemnified Party to give notice as provided herein shall not relieve
the Indemnifying Party of its indemnification obligation under this
Agreement except to the extent that such omission results in a failure
of actual notice to the Indemnifying Party and such Indemnifying Party
is materially damaged as a result of such failure to give notice.
Except with the prior written consent of the Indemnified Party, no
Indemnifying Party, in the defense of any such claim or litigation,
shall consent to entry of any judgment or enter into any settlement
that provides for injunctive or other non-monetary relief affecting
the Indemnified Party or that does not include as an unconditional
term thereof the giving by each claimant or plaintiff to such
Indemnified Party of a release from all liability with respect to
such claim or litigation. In the event that the Indemnified Party
shall in good faith determine that the conduct of the defense of any
claim subject to indemnification hereunder or any proposed settlement
of any such claim by the Indemnifying Party might be expected to affect
adversely the Indemnified Party or its ability to conduct its business,
or that the Indemnified Party may have available to it one or more
defenses or counterclaims that are inconsistent with one or more of
those that may be available to the Indemnifying Party in respect of
such claim or litigation relating thereto, the Indemnified Party shall
have the right at all times to take over and assume control over the
defense, settlement negotiations or litigation relating to any such
claim at the sole cost of the Indemnifying Party, provided that if
the Indemnified Party does so take over and assume control, the
Indemnified Party shall not settle such claim or litigation without
the written consent of the Indemnifying Party, such consent not to
be unreasonably withheld. In the
NALG/NKS Stock Exchange Agreement 8
event that the Indemnifying Party does not accept the defense of any
matter as above provided, the Indemnified Party shall have the full
right to defend against any such claim or demand and shall be
entitled to settle or arrange to pay in full such claim or demand.
In any event, the Indemnifying Party and the Indemnified Party shall
cooperate in the defense of any claim or litigation subject to this
Section and the records of each shall be available to the other with
respect to such defense.
e) Legend. All shares of XXXX Common Stock to be issued to the NKS
shareholders, shall bear a legend in substantially the form set forth
below:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended
(the "Act"), and may not be sold, transferred, assigned, made
subject to a security interest, mortgaged, pledged, hypothecated
or otherwise disposed of unless and until registered under the
Act or an opinion of counsel for Company is received that
registration is not required under such Act."
9. Governing Law, Jurisdiction and Venue, Waiver of Right to Trial by Jury.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. If any action is brought among the parties
with respect to this Agreement or otherwise, by way of a claim or
counterclaim, the parties agree that in any such action, and on all issued
related to this Agreement, the parties irrevocably waive their right to a
trial by jury. Jurisdiction and venue for any such action shall be the State
Courts of Florida, USA. In the event suit or action is brought by any party
under this Agreement to enforce any of its terms, or in any appeal there
from, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees at trial and all appellate levels.
10. Binding Effect; No Assignment.
This Agreement shall be binding upon and shall inure to the benefit of
the parties to this Agreement and their respective successors and assigns.
This Agreement and the Exhibits attached hereto together constitute the
entire agreement of the parties with respect to the subject matter of this
Agreement and the Exhibits attached hereto and supersedes all prior
agreements and understandings relating hereto and thereto. Notwithstanding
anything to the contrary, no party may transfer or assign any of its rights
or obligations under this Agreement without the prior written consent of
all other parties, which they may withhold in their sole discretion.
11. Notices.
Any notice, communication, request, reply, or advice (hereinafter
severally and collectively called "notice") in this Agreement provided or
permitted to be given, made, or accepted by either party to the other must
be in writing and shall be given or be served by telex, telecopy, facsimile,
registered, certified or other form of mail requiring a return receipt,
addressed to the party to be notified, postage prepaid, or by reputable
overnight delivery service, or by delivering the same in person to such party
and obtaining a receipt for such delivery. Notice deposited in the mail in
the manner herein above
NALG/NKS Stock Exchange Agreement 9
described hall be deemed received on the earliest of the fifth day after day
after deposit in the mail or upon receipt, whichever is earlier. Notice sent
by reputable overnight courier shall be deemed received on the next day after
sending. Notices given by hand delivery shall be deemed received when
delivered. Notices may also be sent by facsimile transmission with the
electronic confirmation, and shall be deemed received on the date sent or
the first business day thereafter, if sent after normal business hours or on
a non-business day, provided that the sender requests and the receiver send
a return confirmation by facsimile transmission or by mail.
For purposes of notice, the address and facsimile numbers of the parties
shall, until notice of any change is provided, be as follows:
To XXXX Xxxxxxx Xxxxxx
0000 X. Xxxxxxxxxx Xxxx.
Xx. Xxxxxxxxxx, XX 00000
With a copy to: Xxxx X. Xxxxxxx/Xxx Xxxxxxx
0000 X.X. 000 Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
Fax: (000)000-0000
As to NKS: Xxxxx Xxxxx Arnau
Calle 7 No. 97
Col. San Xxxxx xx xxx Xxxxx
X.X. 00000 Xxxxxx D.F.
Fax: xx00 00 00000000
12. Further Assurances.
Each of the parties to this Agreement shall use such party's commercially
reasonable efforts to take such actions as may be necessary or reasonably
requested by the other parties to this Agreement to carry out and consummate
the transactions contemplated by this Agreement.
13. Expenses.
Each of the parties to this Agreement shall bear such party's own
expenses and attorneys' fees in connection with the negotiation and
preparation of this Agreement and the transactions contemplated by this
Agreement. This provision shall not operate to limit any damages due to
breach by another party.
14. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which will be deemed an original but all of which shall constitute one and
the same instrument.
15. Taxation.
All tax duties for the shareholders of NKS in connection with the
transactions contemplated by this Agreement shall be covered by the shares
under the same terms and conditions as received by NKS shareholders in
this exchange.
NALG/NKS Stock Exchange Agreement 10
16. Headings.
The headings preceding the test of the paragraphs of this Agreement are
inserted for convenience of reference only and shall not constitute a part
of this Agreement, nor shall they affect its meaning, construction or effect.
17. Amendments, Waivers.
Any changes, amendments, waivers or additions to this Agreement, must
be made in writing by the parties to this Agreement in order to be
effective. The failure of any party hereto to enforce at any time any
provision of this Agreement shall not be construed as a waiver of such
provision nor in any way to affect the validity of this Agreement or any
part hereof or the right of any party thereafter to enforce each and
every such provision strictly in accordance with its terms. No waiver
of any breach of this Agreement shall be held to constitute a waiver of
any other or subsequent breach.
18. Invalidity.
Should any provision of this Agreement be held by a court or arbitration
panel of competent jurisdiction to be enforceable only if modified, such
holding shall not affect the validity of the remainder of this Agreement,
the balance of which shall continue to be binding upon the parties to this
Agreement with any such modification to become a part hereof and treated
as though originally set forth in this Agreement.
19. Interpretation.
No provision of this Agreement shall be construed against a party because
such party of its attorney may have been the draftsman thereof.
This agreement shall be held confidential up to the execution and
deployment of final closing documents.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date first written above.
Grupo Industrial NKS, S.A. C.V. North American Liability Group, INC.
By:/S/ Xxxxx Xxxxxx Xxxxxxx By:/S/ Xxxxxxx Xxxxxx
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Xxxxx Xxxxxx Xxxxxxx, President Xxxxxxx Xxxxxx, President
/S/
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Witness
NALG/NKS Stock Exchange Agreement 11
