0001167370-02-000003 Sample Contracts

LEASE AGREEMENT BETWEEN:
Lease Agreement • April 16th, 2002 • Fact Corp • Oil & gas field exploration services • Alberta
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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 16th, 2002 • Fact Corp • Oil & gas field exploration services

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") effective as of the 7th day of November, 2001, by and between Capital Reserve Corporation, a Colorado corporation ("Capital Reserve") and Food and Culinary Technology Group, Inc., a Nevada corporation ("FACT"), and the shareholders of FACT, namely TMAmerican Holdings Limited, a Nova Scotia corporation ("TM"), SN Global Investments Inc. a Nova Scotia corporation, or its assignees ("SN"), Food Information Services Inc., an Ontario corporation ("FIS"), Gallus Importations Inc., a Quebec corporation, or its assignees ("Gallus"), Steven M. Schechter, Jennifer Flynn, Steven Capodicasa, and Richard L. Gibbs, or any of the foregoing individual's respective assignee (collectively, the "Murdoch Group") and International Securities Group, Inc., a Nevada corporation ("ISG") (the Murdoch Group and ISG are collectively referred to herein as the "Shareholders").

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