0000930661-02-003696 Sample Contracts

STOCK EXCHANGE AGREEMENT by and among DIPPER INCORPORATED, a Colorado corporation, 21st CENTURY EDUCATION, INC., a Nevada corporation, and the EXCHANGING SHAREHOLDERS OF 21st CENTURY EDUCATION, INC. Dated as of October 30, 2002
Stock Exchange Agreement • November 1st, 2002 • Dipper Inc • Blank checks • Colorado

This Stock Exchange Agreement (the “Agreement”) dated the 30th day of October, 2002, is by and among Dipper Incorporated, a Colorado corporation (“Dipper”), 21st Century Education, Inc., a Nevada corporation (“21st Century”), and the shareholders of 21st Century listed on the attached Schedule 2.02, all of whom are together referred to herein as the “Stockholders” and who own all of the capital stock of 21st Century.

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