STOCK EXCHANGE AGREEMENT W/MAS ACQUISITION X CORP
AGREEMENT
Agreement dated as of April 26, 2000 between Home Financing Centers, Inc.,
a Nevada corporation ("HFCI"), on the one hand, and MAS Capital Inc. ("MASC").
In consideration for and as an additional inducement for MASC to enter into
a Stock Exchange Agreement dated April 26, 2000 between Xx. Xxxxxx XxXxxxxx, a
shareholder of HFCI and MASC, HFCI agrees to deliver additional number of common
shares of HFCI ("HFCI shares") to MASC based on following formula:
* $0.8 less (price of last trade as reported on the first day HFCI is traded on
the OTC Bulletin Board) multiply by
* (315,000 HFCI shares held by MASC less shares sold) divided by
* (price of last trade as reported on the first day HFCI is traded on the TC
Bulletin Board)
1. DELIVERY BY HFCI.
HFCI shall deliver within 10 business days after the first trading day of
HFCI shares on the OTC Bulletin Board to MASC, a certificate representing the
HFCI Shares registered in the name of MASC (without any legend or other
reference to any Encumbrance) based on the above formula.
2. REPRESENTATIONS AND WARRANTIES OF HFCI.
HFCI represents and warrants MASC the following:
2.1 Organization of HFCI; Authorization. HFCI is a corporation duly organized,
validly existing and in good standing under the laws of Nevada with full
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action of
HFCI and this Agreement constitutes a valid and binding obligation of HFCI;
enforceable against it in accordance with its terms.
2.2 Capitalization. The authorized capital stock of HFCI consists of
50,000,000 authorized shares of common stock of which 17,030,000 shares are
presently issued and outstanding.
2.3 Ownership of HFCI. The delivery of certificates to MASC provided in
Section 1 will result in MASC's immediate acquisition of record and beneficial
ownership of the HFCI Shares, free and clear of all Encumbrances.
3. NOTICES. All notices, consents, assignments and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
when (a) delivered by hand, (b) sent by telex or facsimile (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) received by the delivery service (receipt requested), in
each case to the appropriate addresses, telex numbers and facsimile numbers set
forth below (or to such other addresses, telex numbers and facsimile numbers as
a party may designate as to itself by notice to the other parties).
(a) If to HFCI:
Home Financing Centers, Inc.
000-000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile No.: (000) 000-0000
Attn: Xxxx Xxxxxx, President
(b) If to MASC:
MAS Capital Inc.
0000 X. Xxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxx, President
4. MISCELLANEOUS.
4.1 Expenses. Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder.
4.2 Captions. The captions in this Agreement are for convenience of reference
only and shall not be given any effect in the interpretation of this agreement.
4.3 No Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
4.4 Exclusive Agreement; Amendment. This Agreement supersedes all prior
agreements among the parties with respect to its subject matter with respect
thereto and cannot be changed or terminated orally.
4.5 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be considered an original, but all of which together shall
constitute the same instrument.
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4.6 Governing Law, Venue. This Agreement and (unless otherwise provided) all
amendments hereof and waivers and consents hereunder shall be governed by the
internal law of the State of Indiana, without regard to the conflicts of law
principles thereof. Venue for any cause of action brought to enforce any part of
this Agreement shall be in Indiana.
4.7 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
provided that neither party may assign its rights hereunder without the consent
of the other, provided that, after the Closing, no consent of MAS X or the MASC
shall be needed in connection with any merger or consolidation of HFCI with or
into another entity.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, and
entered into as of the date first above written.
Home Financing Centers, Inc.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President
MAS CAPITAL INC.
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, President
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