EXHIBIT 2
AGREEMENT
This Agreement entered into this 16th day of April, 1998, between Bria
Communications Corporation, a New Jersey Corporation, hereafter "BBC", and
International Beverage Development Corporation, a Delaware Corporation,
hereafter "IBDC".
RECITALS
IBDC has acquired 100% of AmViet Development Corporation, a Corporation
duly incorporated under the Commonwealth of the Bahamas, hereafter "AVDC". IBDC
desires to sell AVDC to BCC for stock in BCC. NOW THEREFORE, the parties hereto
agree as follows.
AGREEMENT
1. AVDC is the owner of a license issued by the government of Vietnam for the
joint venture partnership between Xxxxx Tri Beer Factory (the Vietnamese
partner) and AVDC (the American partner). Pursuant to such license
agreement AVDC owns 70% of the AmViet Mineral Water Company, which is
licensed to produce water, mineral water, and beverages in the country of
Vietnam. The Xxxxx Tri Beer Factory has contributed the plant and land for
their 30% contribution. The plant is located in Xxxxx Tri Province in
Vietnam. The plant is currently partially finished with approximately
$200,000 being required to complete the water bottling operation so that
the plant may begin production. The production is expected to be completed
and operational within 60 days. In addition, AVDC is the licensee from the
Monarch Beverage Company for the country of Vietnam. The Monarch license
enables AVDC to sell the Monarch franchise products, such as America Cola,
Dad's Rootbeer, Kikapco Joy Juice, and Bubble Up, in the country of
Vietnam. AVDC has been in Vietnam for over three years and has established
a network of distributors for the products of this plant once production
begins. This joint venture will have ownership of the land, buildings,
equipment business, water rights, exclusive rights to the spring water,
mineral water springs, good will, customer lists, customers and all
accounts receivables in Vietnam.
2. IBDC hereby agrees to convey, at closing, all of the issued and
outstanding stock of AVDC, which includes the right to the Monarch
license, to BCC. Such stock would consist of 50,000 shares, being all of
the authorized and issued common stock of AVDC.
3. BCC, in exchange for the acquisition of AVDC including the Monarch
license, agrees to pay to IBDC $6,200,000 in BCC restricted common shares,
authorized, yet heretofore unissued. The proposed exchange of stocks shall
be treated and recorded as a purchase of assets rather than a pooling of
interest.
4. IBDC agrees to deliver to BCC all of the issued and outstanding shares of
AVDC and the Monarch license at closing.
5. Concurrent with the execution of this Agreement, IBDC shall make available
all records of IBDC and AVDC to BCC, including, but not limited to,
financial statements for the development stage of the company, financial
statements for the interim fiscal quarters, corporated minutes,
correspondence and documents with the country of Vietnam, licenses,
franchise agreements, and such other records of the Corporation as shall
be required by agents and counsels of BCC.
6. Through the execution of this Agreement, and prior to the closing, the
owners of IBDC agree to cause AVDC to carry on its business in the
ordinary course, and not to enter into any other extraordinary
transactions.
7. BCC hereby represents and warrants that it is a New Jersey Corporation,
that it's Board of Directors has duly authorized this Agreement and the
officer executing this Agreement is duly authorized.
8. IBCC hereby represents that it is a Delaware Corporation, that it has
title to the assets being conveyed, that this Agreement is duly authorized
by its Board of Directors.
9. At the closing, the following actions shall take place:
(a) IBDC will deliver all of its issued and outstanding shares of AVDC and
the Monarch license to BCC. AVDC will have delivered the 50,000 shares of
common stock constituting all of the issued and outstanding shares of AVDC
to the closing attorneys. BCC shall issue restricted common shares to IBDC
at a value equal to an average of $6,200,000 divided by the share price,
valuing the BCC restricted common shares at the average bid price for the
five days immediately proceeding the closing.
(b) At the closing, Xxxxxxx Xxxxxxxxx, President and Xxxxx Xxxxxxxxx,
Secretary, BCC's Officers and Directors, shall appoint Xxxxxxx Xxxxxx as
President and Director, Xxxxx Xxxxxxx as Director and Chairman, Xxxxxx
Xxxxxx as Director, Xxxxxx Xxxxx as Director, Xxxxx Xxxxxx as Chief
Executive Officer and Director, and Xxxx Xxxxx as the Chief Financial
Officer, Secretary and Treasurer and Director, Kitty Chow as Director, and
Xxxxxxx Xxxxxxxxx as Director.
10. Immediately following the election of the new officers and directors,
Xxxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxx shall resign as officers and
directors.
11. This proposed Agreement shall be subject to the approval of the Board of
Directors of IBDC and BCC. Such approvals shall be completed on or before
April 21, 1998. BCC will obtain the approval of its shareholders and Board
of Directors to increase the number of authorized common shares, if
required, approve the transaction, and appoint the officers and directors
and the appointment of an auditor in order to perfect this proposed
transaction.
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12. BCC and IBDC agree to file all such necessary papers and forms as shall be
required by counsel for IBDC and BCC with respect to the securities laws
of the State of New York and the Securities Exchange Commission.
13. This Agreement shall be interpreted and construed pursuant to the laws of
the State of New York.
14. Closing for this transaction shall take place on or before April 23, 1998.
Prior to closing all documents shall be exchanged. Closing shall take
place at the offices of Jensen, Duffin, Xxxx, Xxxxxx and Xxxxxxx at 000
Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000. All shares to
be delivered from AVDC at closing will have been escrowed with the officer
of Jensen, Duffin, Xxxx, Xxxxxx and Xxxxxxx in Salt Lake City, Utah, and
shall be delivered upon execution of the remaining closing documents.
BRIA COMMUNICATIONS CORPORATION
Attest: /s/ Xxxxxxx Xxxxxxxxx BY: /s/ Xxxxxxx Xxxxxxxxx
------------------------- -------------------------------
Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx
INTERNATIONAL BEVERAGE
DEVELOPMENT CORPORATION
Attest: /s/ Xxxxx X. Xxxx BY: /s/ Xxxxx X. Xxxxxx
------------------------- -------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxxxx
ADDENDUM TO AGREEMENT
This Addendum entered into this 16th day of April, 1998, between Bria
Communications Corporation ("Bria"), a New Jersey Corporation and International
Beverage Development Corporation ("IBDC"), a Delaware Corporation.
1. Fees and Commissions. Except as described in this section, no broker,
finder, or other person or entity is entitled to any fee or commission
from Bria, IBDC, AmViet Development Corporation or Xxxxx Tri for services
rendered of behalf of any of them or in connection with the transactions
contemplated by the Agreement. As compensation for its services in
initiating this transaction and ongoing consulting services to the
parties, Bria agrees to issue Xxxxxx Consulting Inc. ("Xxxxxx") or (the
"Consultant"), including their designees, a total of 9% of the authorized
shares of Bria. The parties agree that there shall not be a reverse split
for a one year period from the date of closing. Such shares shall be
issued at Closing.
2. Term: Indemnification. All representations, warranties, covenants and
agreements made herein and in the exhibits attached hereto shall survive
the execution and delivery of the Agreement and payment pursuant thereto.
The officers and directors of IBDC hereby agree, jointly as severally,
indemnify, defend and hold harmless Bria, and its officers and directors
from against any damage, loss liability, or expense (including, without
limitation, reasonable expenses of investigation and reasonable attorney's
fees) arising out of any material breach of representation, warranty,
covenant, or agreement made by the officers and directors of Bria in the
Agreement.
BRIA COMMUNICATIONS CORPORATION
Attest: /s/ Xxxxxxx Xxxxxxxxx BY: /s/ Xxxxxxx Xxxxxxxxx
------------------------- -------------------------------
Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx
INTERNATIONAL BEVERAGE
DEVELOPMENT CORPORATION
Attest: /s/ Xxxxx X. Xxxx BY: /s/ Xxxxx X. Xxxxxx
------------------------- -------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxxxx
ADDENDUM TO AGREEMENT
This is an Addendum entered into this 12th day of June, 1998, to the
Agreement signed April 16, 1998 between Bria Communications Corporation
("Bria"), a New Jersey Corporation and International Beverage Development
Corporation ("IBDC"), a Delaware Corporation.
1. Extension of Closing. Both parties to this Agreement have mutually agreed
to move the date of closing forward from April 23, 1998 to July 7, 1998.
BRIA COMMUNICATIONS CORPORATION
Attest: /s/ Xxxxxxx Xxxxxxxxx BY: /s/ Xxxxxxx Xxxxxxxxx
------------------------- -------------------------------
Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx
INTERNATIONAL BEVERAGE
DEVELOPMENT CORPORATION
Attest: /s/ Xxxxx X. Xxxx BY: /s/ Xxxxx X. Xxxxxx
------------------------- -------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxxxx - President
