Exhibit 10.2
Exchange Agreement
This Agreement is reached by and between XX Xxxxxx, Xxxxxxx Xxxxx, Peanut
Holdings, a trust, and Minimum Holdings, a trust, who collectively constitute
all of the members (the "Members") of Envision Career Services, L.L.C., a Utah
limited liability company ("Envision"), Xxxxxxx Group Career Satisfaction
Corporation, a Utah corporation ("Xxxxxxx"), and Envision, in consideration of
the mutual promises exchanged herein.
Recitals
Whereas, Xxxxxxx is a Utah corporation in good standing which was organized on
November 6, 1997, with 100,000,000 shares of class A voting common stock
authorized (the "Shares");
Whereas, Xx. Xxxxxx and Xx. Xxxxx with the approval of all Members, entered a
Shareholders Agreement dated December 30, 1997, with Xxxxxxx and its
shareholders pursuant to which the parties agreed that Xxxxxxx would, during
1998, combine with Envision in exchange for Shares;
Whereas, the parties desire to accomplish this transaction by causing Xxxxxxx to
issue Shares directly to the Members in exchange for their membership interest
in Envision, thereby acquiring all ownership of Envision;
Whereas, the parties intend that immediately after this transaction, the Members
will own and control more than 80% of the outstanding (non-treasury) shares of
Xxxxxxx, and that the transaction will qualify as a tax-free exchange under
applicable sections of the United States Internal Revenue Code;
It Is Therefore Agreed
1. Exchange of Shares for Membership Interests. The Members hereby convey all
their membership interests in Envision to Xxxxxxx in exchange for Shares as set
forth in the following table:
Name Shares Received
XX Xxxxxx 3,672,209
Xxxxxxx Xxxxx 3,672,209
Peanut Holdings 430,691
Minimum Holdings 430,691
Total 8,205,800
2. No Warranties. Each party to this Agreement has had the opportunity to
examine fully the book, records, and Financial Statements of the others, and is
relying solely upon the results of its own investigation. No party makes any
warranty respecting the value, if any, of Envision membership interests, Xxxxxxx
Shares, or Envision's or Xxxxxxx'x assets and liabilities.
100
3. Complete Agreement. This Agreement constitutes the entire understanding
between the Members concerning the subject matter hereof, and supersedes any
prior agreements. No amendment, change, or variance from this Agreement shall be
binding on any party unless mutually agreed in writing by all parties.
4. Governing Law and Legal Action. This Agreement shall be interpreted and
construed under the laws relating to the construction and interpretation of
contracts of the State of Utah. In the event suit is brought to enforce any
provision of this Agreement, the successful party shall recover all costs of
suit, including attorney's fees, from the other party.
In Witness Whereof, the Members have subscribed their names to this Agreement,
as of this 31st day of May, 1998.
Xxxxxxx Group Career Satisfaction Corporation
/s/XX Xxxxxx
------------
By XX Xxxxxx, CEO
Envision Career Service, L.L.C.
/s/XX Xxxxxx
-----------------
by XX Xxxxxx, Authorized Member
Members
/s/XX Xxxxxx
----------------
XX Xxxxxx
/s/Xxxxxxx Xxxxx
----------------
Xxxxxxx Xxxxx
/s/
----------------
Trustee, Peanut Holdings
/s/
----------------
Trustee, Minimum Holdings
101
