Exhibit 10-a
EXCHANGE AGREEMENT
This Agreement is made on the 28th day of December, 2005 by and between
Leisure Direct, Inc., a Nevada corporation (the "Corporation") and Capital
First Corporation, LLC ("Shareholder").
WHEREAS, the Shareholder owns 9,741,563 shares of the Corporation's
common stock (the "Common Shares"); and
WHEREAS, the Corporation, pursuant to the authority granted to the
Directors in Article 2 of the Certificate of Incorporation, has created a
series of Preferred Stock Designated "Series A Preferred Stock" and has
submitted for filing in the Office of the Secretary of State of the State of
Nevada an appropriate Certificate of Designation; and
WHEREAS, the Corporation and the Shareholder wish to enter into this
Exchange Agreement to provide for the exchange of the Shareholder's Common
Shares for shares of Series A Preferred Stock;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties agree as follows:
1. The Shareholder shall surrender to the Corporation for cancellation
a stock certificate or certificates for the Common Shares, duly
endorsed for transfer or accompanied by a duly executed stock power.
2. Upon receipt of such certificate(s), or upon receipt of proof of
filing of the Certificate of Designation with the Nevada Secretary
of State, whichever occurs later, the Corporation shall issue to the
Shareholder a certificate for 974,156 shares of Series A Preferred
Stock, constituting all of the shares of such stock which the
Corporation is authorized to issue pursuant to the terms of the
Certificate of Designation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
LEISURE DIRECT, INC. CAPITAL FIRST CORPORATION, LLC
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxxx
---------------------- ----------------------
Xxxx Xxxxxx, President Xxxx Xxxxxx, President
