ZEOLITE PURCHASE AGREEMENT
THIS ZEOLITE PURCHASE AGREEMENT (this "Agreement") is made this 7th day of
July, 2000 by and between and EQUITABLE ASSETS INCORPORATED, a Belize
corporation (the "Company") and XXXXXXXXX XXXXXXX (the "Purchaser").
WHEREAS, the Company wishes to sell 12,371.13 tons of paid up zeolite
mineral (the "Asset") as described in the Assignment attached as Exhibit A
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hereto and incorporated by reference herein for all purposes (the "Assignment")
to the Purchaser; and
WHEREAS, the Purchaser wishes to purchase the Asset from the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Purchase. The Purchaser hereby purchases the Asset from the
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Company, pursuant to the terms set forth herein and the Assignment in
consideration of the sum of $2,400,000. The Company hereby sells the Asset to
the Purchaser pursuant to the terms set forth herein and in the Assignment.
2. Representations. The Company hereby represents and warrants that it
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is the lawful owner of the Asset, that the Asset is free and clear of all liens,
security agreements, encumbrances, claims, demands or claims, demands and
charges of any kind whatsoever, and that the Company has the corporate power and
authority to carry out the terms of this Agreement and the Assignment. The
Company further represents that it has not, and shall not, enter into any
agreement which might prevent it from performing its obligations hereunder.
3. Payment. In full payment for the Asset as provided hereunder, the
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Purchaser hereby transfers to the Company 800,000 shares of the common stock of
Centre Capital Corporation, a Nevada corporation, par value $0.001 per share
(the "Common Stock") and $25,000 in cash, the receipt and sufficiency of which
is hereby acknowledged by the Company.
4. Attorney's Fees. In the event that it should become necessary for
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any party entitled hereunder to bring suit against any other party to this
Agreement for enforcement of the covenants herein contained, the parties hereby
covenant and agree that the party who is found to be in violation of said
covenants shall also be liable for all reasonable attorney's fees and costs of
court incurred by the other parties hereto.
5. Governing law; Jurisdiction. This Agreement shall be governed by
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and construed in accordance with the laws of the State of Texas, without regard
to any conflicts of laws provisions thereof. Each party hereby irrevocably
submits to the personal jurisdiction of the United States District Court for
Xxxxxx County, Texas, as well as of the District Courts of the State of Texas in
Xxxxxx County, Texas over any suit, action or proceeding arising out of or
relating to this Agreement. Each party hereby irrevocably waives, to the
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fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or proceeding brought in any such county and any claim that any such mediation,
arbitration, suit, action or proceeding brought in such county has been brought
in an inconvenient forum.
6. Arbitration. Any controversy or claim arising out of or relating to
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this Agreement, or the breach, termination, or validity thereof, shall be
settled by final and binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA Rules") in
effect as of the effective date of this Agreement. The American Arbitration
Association shall be responsible for (a) appointing a sole arbitrator, and (b)
administering the case in accordance with the AAA Rules. The situs of the
arbitration shall be Houston, Texas. Upon the application of either party to
this Agreement, and whether or not an arbitration proceeding has yet been
initiated, all courts having jurisdiction hereby are authorized to: (x) issue
and enforce in any lawful manner, such temporary restraining orders, preliminary
injunctions and other interim measures of relief as may be necessary to prevent
harm to a party's interest or as otherwise may be appropriate pending the
conclusion of arbitration proceedings pursuant to this Agreement; and (y) enter
and enforce in any lawful manner such judgments for permanent equitable relief
as may be necessary to prevent harm to a party's interest or as otherwise may be
appropriate following the issuance of arbitral awards pursuant to this
Agreement. Any order or judgment rendered by the arbitrator may be entered and
enforced by any court having competent jurisdiction.
7. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by the parties
hereto, and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. Notwithstanding anything
herein contained to the contrary, the Purchaser shall have the right to assign
this Agreement to any party without the consent of the Company.
8. Notices. All notices, requests and other communications hereunder
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shall be in writing and shall be deemed to have been duly given at the time of
receipt if delivered by hand or communicated by electronic transmission, or, if
mailed, three days after deposit in the United States mail, registered or
certified, return receipt requested, with postage prepaid and addressed to the
party to receive same, if to the Company, addressed to Xx. Xxxxx X. Xxxx at 00
Xxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxx City, Belize, telephone (000) 000-0000 and fax
(000) 000-0000; and if to the Purchaser, addressed to Xxxxxxxxx Xxxxxxx at
Colonia Mangandy, El Progreso Yoro, Honduras, telephone 000-000-0000; provided,
however, that if either party shall have designated a different address by
notice to the other given as provided above, then any subsequent notice shall be
addressed to such party at the last address so designated.
9. Construction. Words of any gender used in this Agreement shall be
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held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.
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10. General Assurances. The parties agree to execute, acknowledge, and
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deliver all such further instruments, and do all such other acts, as may be
necessary or appropriate in order to carry out the intent and purposes of this
Agreement.
11. Construction of Agreement. The parties hereto acknowledge and
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agree that neither this Agreement nor any of the other documents executed in
connection herewith shall be construed more favorably in favor of one than the
other based upon which party drafted the same, it being acknowledged that each
of the parties hereto contributed substantially to the negotiation and
preparation of this Agreement and the documents executed in connection herewith.
12. No Third Party Beneficiaries. Except as otherwise expressly forth
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in this Agreement, no person or entity not a party to this Agreement shall have
rights under this Agreement as a third party beneficiary or otherwise.
13. Incorporation by Reference. Any agreement referred to herein is
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hereby incorporated into this Agreement by this reference.
14. Relationship of Parties. Notwithstanding anything to the contrary
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herein, this Agreement shall not in any manner be construed to create a joint
venture, partnership, agency or other similar form of relationship, and neither
party shall have the right or authority to: (a) commit the other party to any
obligation or transaction not expressly authorized by such other party, or (b)
act or purport to act as agent or representative of the other, except as
expressly authorized in writing by such other party.
15. Waiver. No course of dealing on the part of any party hereto or
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its agents, or any failure or delay by any such party with respect to exercising
any right, power or privilege of such party under this Agreement or any
instrument referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
16. Cumulative Rights. The rights and remedies of any party under this
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Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
17. Invalidity. In the event any one or more of the provisions
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contained in this Agreement or in any instrument referred to herein or executed
in connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
18. Time of the Essence. Time is of the essence of this Agreement.
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19. Headings. The headings used in this Agreement are for convenience
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and reference only and in no way define, limit, simplify or describe the scope
or intent of this Agreement, and in no way effect or constitute a part of this
Agreement.
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20. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21. Entire Agreement. This instrument, together with the Assignment
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contains the entire understanding of the parties and may not be changed orally,
but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
EQUITABLE ASSETS INCORPORATED
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
By: /s/ Xxxxxxxxx Xxxxxxx
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XXXXXXXXX XXXXXXX
Attachment:
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Exhibit A - Assignment
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