AGREEMENT made this 15th day of March 1997 by and between Dizon
INVESTMENTS LIMITED, a British Virgin Islands Corporation ("Dizon") and OMAP
HOLDINGS INCORPORATED, a Delaware corporation.
WHEREAS, Dizon owns all of the issued and outstanding common stock of
American China Development Corporation (the "ACDC Stock"); and
WHEREAS, Dizon wishes to sell the ACDC Stock to Omap on the terms and
conditions set forth hereinbelow; and
WHEREAS, Omap wishes to purchase the ACDC Stock from Dizon on the terms
and conditions set forth hereinbelow;
NOW, THEREFORE, in consideration of the premises and promises contained
herein the signatory parties agree hereto as follows:
1. Dizon represents and warrants that is the owner of all of the
outstanding stock of any kind issued by American China Development Corporation
("American China");
2. Dizon represents and warrants that it is aware of no claim of any
type or kind made as of the date hereof or reasonably to be made hereinafter by
any person or entity against American China or against Dizon's ownership of the
ACDC Stock.
3. Dizon has all rights, corporate and otherwise, to enter into this
Agreement pursuant to which the ACDC Stock is sold to Omap.
4. Dizon agrees to sell all of its interest in the ACDC Stock to Omap.
Dizon agrees that in addition to this Agreement, it will execute all such
documents as may be necessary to transfer ownership of the ACDC Stock to Omap.
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5. Omap agrees to pay Dizon as the full and total purchase price for
the ACDC Stock and Dizon agrees to accept from Omap as full payment for the ACDC
Stock 20,000,000 shares of the common stock of Omap (the "Omap Shares"). It is
agreed, understood and accepted by Dizon and Omap that the Omap Shares when
issued to Dizon will (a) not have been registered with the Securities and
Exchange Commission; and (b) bear a restrictive legend in form and substance
advising that the Omap Shares cannot be sold or otherwise hypothecated without
either a registration statement then being in effect or an opinion letter of
counsel that such registration need not be had.
6. All representatives and warranties set forth in this Agreement shall
surmise the closing of the transaction contemplated hereby.
7. This agreement shall be construed under the laws of the State of New
York.
8. This Agreement may be signed in one or more counterparts.
IN WITNESS WHEREOF, the parties have set their hands and seal the first
day, month and year above written.
DIZON INVESTMENTS LIMITED
By: /s/Xxxxx Xxxxx
-------------------
Xxxxx Xxxxx, Director
OMAP HOLDINGS INCORPORATED
By: /s/Xxxxx Xxxxxx
-------------------
Xxxxx Xxxxxx, President
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