EXHIBIT .10.1 A
SHARE PURCHASE AGREEMENT
Between:
Saowani Development S.A.R.L., Saowani Chaqiphan and Xxxx Xxxxxxx
- and -
American Benefits Group, Inc.
WHEREAS Saowani Development s.a.r.l., Saowani Chaqiphan, and Xxxx
Xxxxxxx are parties to a July 15, 1997 Letter of Intent and a July 31, 1997
Assignment Agreement copies of which are attached hereto and marked as
Appendices "A" and "B" respectively to this Agreement:
AND whereas American Benefits Group, Inc. become a party to Appendices "A"
and "B" pursuant to a further Assignment Agreement dated August 26, 1997 a copy
of which is attached hereto and marked as Appendix "C" to this Agreement:
AND whereas the parties hereto wish to reduce their Agreements to written
form the parties hereto covenant and agree that:
1. Miss Saowani Chaqiphan and Xx. Xxxx Xxxxxxx, the sole Shareholders of
Saowani Development s.a.r.l., shall sell to American Benefits Group, Inc.
and American Benefits Group, Inc. shall purchase from Saowani Chaqiphan
and Xxxx Xxxxxxx ninety (90%) percent of the issued stock of Saowani
Development s.a.r.l..
2. In consideration for the transfer of Shares noted in clause 1 herein
American Benefits Group, Inc. shall:
(a) Fund all research and development work on Saowani Development
s.a.r.l.'s mining perimeters as noted in Appendix "A" so long as
American Benefits Group, Inc. or an American Benefits Group, Inc.
controlled Company remains a Shareholder of Saowani Development
s.a.r.l. and,
(b) Provide Xx. Xxxx Xxxxxxx and Miss Saowani Chaqiphan, so long as they
are Shareholders of Saowani Development s.a.r.l., with copies of all
engineering reports commissioned by American Benefits Group, Inc.
pertaining to the Saowani Development s.a.r.l. perimeters noted in
Appendix "A".
3. Saowani Development s.a.r.l. agrees that any and all funds expended by
American Benefits Group, Inc. on the gold perimeters noted in paragraph 5
of Appendix "A" hereto shall be repaid to American Benefits Group, Inc. in
accordance with terms and conditions contained in paragraph 9 (d) of
Appendix "A".
4. No party to this Agreement shall transfer, assign, dispose or otherwise
encumber their shares of Saowani Development s.a.r.l. without first
providing the other parties hereto with a ninety (90) day right of first
refusal to purchase the said Shares provided that the "other parties
hereto" are; at the time the Shares are to be transferred, sold, assigned
or otherwise disposed of, Shareholders of Saowani Development s.a.r.l.. 5.
The parties hereto specifically acknowledge that any and all
representations considerations, conditions, warranties, provisions or
other restrictions contained in any of this Agreement's Appendices have
been met in full. 6. "Net defined profits" as stated in paragraph 9 (d) in
Appendix "A" is defined as follows, namely: (a) Total Revenues from a
perimeter less all expenses associated thereto not including tax. 7. The
parties hereto acknowledge that there are no other Agreements between
themselves and that this Agreement is the sole Agreement governing their
relationship and that none of the parties has made any representation,
warranty, Agreement or otherwise with the others.
WHEREOF the parties hereto agree to the contents and agree to be bound
thereto, this 31st day of January 1998.
/s/ Xxxx Xxxxxxx /s/ Xxxxxx X Xxxxx
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XXXX XXXXXXX Witness
/s/ Saowani Chaqiphan /s/ Xxxxxx X Xxxxx
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SAOWANI CHAQIPHAN Witness
/s/ Xxxxxx X Xxxxx
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AMERICAN BENEFITS GROUP, INC. Witness
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