EXHIBIT 10.8:
AGREEMENT TO ACQUIRE BIBLE RESOURCES, INC.
July 29, 2002
Bible Resources, Inc.
Xxxxxxxxx X. Xxxxxx
00000 Xxxxxxxx Xxxx xx
Xxxxxxxxx, XX 00000
Dear Xxxx,
I am writing this letter to confirm our recent discussions regarding
the acquisition of 100% of the common stock of Bible Resources, Inc. by the
Havana Group Inc. The purchase price will be 10.9 million shares of unregistered
common stock of the Havana Group, Inc. The following terms and conditions apply:
o The purchase price of 10.9 million shares will be in the form of
unregistered common stock issued from the treasury of the Havana
Group, Inc. This represents 43.6% of the authorized common stock
of The Havana Group, Inc.
o Concurrent with the initial transactions will be bridge funding to
the Havana Group Inc. in an amount not less than US$50,000. The
funding will be in the form of a one-year promissory note bearing
interest of 6% with both principal and interest payable at the end
of the 12 month period. As an inducement to enter into this loan
agreement, Havana will provide 500,000 common shares per US$50,000
loan increments.
o The Havana Group, Inc. will finance the cost under the Oromin
Agreement through a private placement of its securities in an
amount not less than US$1.6 million or more than US$2.5 million.
The funds will be raised no later than September 30, 2002.
o In accordance with the purchase transaction, The Havana Group,
Inc. will acquire all rights under the agreement with Oromin
Explorations Ltd. And its subsidiary, Xxxxxxx Holdings Ltd.
including but not limited to further explorations and
developments.
o Xxxxxxxxx X. Xxxxxx and Bible Resources, Inc. warrant that Bible
Resources Inc. is a validly organized Nevada Corporation, that it
is debt free, and that it has all of the necessary authority to
enter into this agreement.
If this is acceptable to you, please indicate so below and we will have our
legal department complete a definitive agreement accordingly.
PAGE TWO
AGREEMENT TO ACQUIRE BIBLE RESOURCES, INC.
Yours Sincerely,
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, CEO
The Havana Group, Inc.
Accepted:
/s/ Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx, President
Bible Resources, Inc
Date: 7-29-02
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