EXHIBIT "10.4"
AGREEMENT
Lane X. Xxxxxxxx ("Xxxxxxxx"), Xxxxxx X. Xxxxxxx ("Xxxxxxx") and DRACO
HOLDING CORPORATION, a Nevada corporation ("DRACO") hereby agree as follows:
1. Purchase of Stock. Clissold and Xxxxxxx hereby agree to convert
the full principal amount of all of their existing loans to DRACO, and all
accrued interest thereon, to 5,000,000 shares of common stock of DRACO. The
shares shall be issued as follows: 2,500,000 shares to Lane X. Xxxxxxxx and
2,500,000 shares to Xxxxxx X. Xxxxxxx. As if September 30, 2002, the
principal amount of the loans totaled $50,048 and the accrued interest totaled
$5,843.
2. Representations, Warranties and Covenants of Clissold and Xxxxxxx.
Xxxxxxxx and Xxxxxxx hereby represent, warrant and covenant to DRACO the
following:
(a) Clissold and Xxxxxxx have such knowledge and experience in
financial and business matters that they are capable of evaluating the
merits and risks of this investment. Clissold and Xxxxxxx have worked as
key employees and as officers and directors of DRACO, and they are
completely familiar with the business, financial condition and business
plans of DRACO.
(b) The Shares are being acquired solely for Clissold's and
Moulton's own accounts, for investment only, and are not being purchased
with a view to the resale, distribution, subdivision or
fractionalization thereof.
(c) Clissold and Xxxxxxx understand that the Shares have not been
registered under the U.S. Securities Act of 1933, as amended, (the
"Act"), or any state securities laws, in reliance upon exemptions from
securities registration for certain private transactions. Clissold and
Xxxxxxx understand and agree that none of the Shares may be resold or
otherwise disposed of by them unless the Shares are subsequently
registered under the Act and under appropriate state securities laws, or
unless sold pursuant to applicable exemptions from registration.
(d) Clissold and Xxxxxxx are each 18 years of age or older, and
are authorized to enter into this Agreement.
(e) Clissold and Xxxxxxx are familiar with the financial condition
of DRACO and understand the merits and risks of making an investment in
the Shares.
DATED this 18th day of November, 2002.
DRACO HOLDING CORPORATION
By /s/ Lane X. Xxxxxxxx
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Its President
/s/ Lane X. Xxxxxxxx
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Lane X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
