0001070188-01-500009 Sample Contracts

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Plan and Agreement of Reorganization • May 7th, 2001 • Home Financing Centers Inc/Ma • Mortgage bankers & loan correspondents • Nevada
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Stock Exchange Agreement • May 7th, 2001 • Home Financing Centers Inc/Ma • Mortgage bankers & loan correspondents • Indiana

STOCK EXCHANGE AGREEMENT Agreement dated as of April 26, 2000 between Mr. Edward DeFeudis ("EDDF") on the one hand, and MAS Capital Inc. ("MASC"). 1. THE EXCHANGE. 1.1 Exchange Subject to the Terms and Conditions of this Agreement. At the Closing to be held as provided in Section 2, MASC shall deliver the MAS X Shares (defined below), free and clear of all Encumbrances other than restrictions imposed by Federal and State securities laws. EDDF shall deliver HFCI Shares (defined below) to MASC, free and clear of all Encumbrances without any restrictions. 1.2 Exchange Ratio. EDDF will deliver 315,000 shares of common stock of Home Financing Centers, Inc. (“HFCI”)(“HFCI Shares”) to MASC for 8,250,000 shares of MAS Acquisition X Corp. (“MAS X”), representing approximately 96.8% of the issued and outstanding common shares of MAS X (the “MAS X Shares”). 1.3 Third Party, EDDF has entered into a separate agreement with HFCI in which HFCI shall acquire 8,250,000 MAS X Shares from EDD

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