Exhibit 10.2
SHARE EXCHANGE
TERMINATION AGREEMENT
THIS AGREEMENT is effective as of August 31, 2001.
BETWEEN: XXXXXXX XXXXXXX, a natural person, with an address at 0000
Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Vendor")
AND: AIRCARE INSTALLATIONS INC. (INCORPORATION NO. 599519), a
British Columbia company with an address at 000-000 Xxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 (the "Company")
AND: ARMOR ENTERPRISES INC., a Florida corporation with an address
at 15th Floor, PMB# 14003, Xxxxxxx, Xxxxxxx 00000
(the "Purchaser")
BACKGROUND
----------
A. The parties hereto have mutually agreed to terminate a share exchange
agreement dated March 23, 2001 (the "SE Agreement").
B. The Vendor is the registered and beneficial owner of all the issued an
outstanding shares in the capital of Aircare Installations Inc. (the
"Company"), being 120 common shares without par value (the "Shares").
C. The Company is a private British Columbia corporation that carries on a
automotive parts business in British Columbia.
D. The Purchaser is a Florida corporation that currently has no active
business and is a development stage company seeking to acquire an
active business.
THIS AGREEMENT WITNESSES that in consideration of the premises and covenants and
agreements contained in this agreement, and two dollars, the receipt and
sufficiency of which is hereby acknowledged, the parties covenant and agree with
each other as follows:
1. The parties hereto agree to terminate the SE Agreement and declare it
void AB INITIO.
2. The release and resignation documents, attached to this agreement as
Exhibit 1 (the "Forms"), form part of this agreement.
3. The parties hereto agree to be bound by the terms of this agreement
including the Forms, and hereby acknowledge that they have received
sufficient consideration.
1
4. The Vendor hereby consents to the cancellation of the 17,000,000 common
shares in the capital stock of the Purchaser, issued pursuant to the
terms of the SE Agreement (the "Shares").
5. The Vendor hereby relinquishes any and all right, title and interest in
the Shares.
6. The Purchaser will immediately transfer back to the Vendor all right,
title and interest in 100% of the capital stock of the Company,
transferred pursuant to the terms of the SE Agreement .
NOTICES
7. Any notice, direction or other instrument required or permitted to be
given under this agreement shall be in writing and maybe given by
mailing the same postage prepaid or delivering the same addressed as
follows:
To the Vendor: Xxxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
To the Company: Xxxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
To the Purchaser: Xxxxxx X. Xxxxx
Barrister and Solicitor
Suite 309 - 000 Xxxx Xxxxxxxx Xxxxxx.
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Or to such other address as a party may specify by notice and shall be deemed to
have been received if delivered on the date of delivery if it is a business day
and otherwise on the next succeeding business day and, if mailed, on the fifth
business day following the posting of the notice except if there is a postal
dispute, in which case all communications shall be delivered.
TIME OF ESSENCE
8. Time shall be of the essence of this agreement.
2
FURTHER ASSURANCES
9. Each of the parties will execute and deliver such further documents and
instruments and do such acts and things as may be reasonably required
by another party to carry out the intent and meaning of this agreement.
GOVERNING LAW
10. This agreement will be construed and enforced in accordance with, and
the rights of the parties will be governed by, the laws of British
Columbia, exclusive of the conflicts of laws of British Columbia. The
parties agree that all disputes will be submitted to the jurisdiction
of the British Columbia courts.
BENEFIT AND BINDING NATURE OF THE AGREEMENT
11. This agreement will enure to the benefit of and be binding upon the
parties and their respective successors and assigns.
ENTIRE AGREEMENT
12. This agreement supersedes all prior written or oral agreements between
the parties, and represents the entire agreement between the parties.
This agreement may only be amended by the parties in writing.
COUNTERPARTS
13. This agreement may be signed in counterparts and transmitted by
facsimile, each copy of which will be deemed to be an original, and
together will constitute but one document.
IN WITNESS WHEREOF this agreement has been executed by the parties this 31st day
of August, 2001.
THE VENDOR THE COMPANY
/S/ XXXXXXX XXXXXXX /S/XXXXXXX XXXXXXX
------------------------------------------- ----------------------------------
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, on behalf of the
Company
THE PURCHASER
/S/ XXXXXX X. XXXXX
-------------------------------------------
Xxxxxx X. Xxxxx, on behalf of the Purchaser
3
SHARE EXCHANGE
TERMINATION AGREEMENT
EXHIBIT 1
---------
(A) GENERAL RELEASE
(B) RESIGNATION
GENERAL RELEASE
---------------
THIS RELEASE WITNESSES that in consideration of the payment to the
undersigned of the sum of $2.00 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned:
i. releases and forever discharges Armor Enterprises Inc., a
Florida corporation, its directors, officers, employees and
agents (collectively, the "Releasees") from any and all
actions, causes of action, liabilities, claims and demands
whatsoever which the undersigned ever had, now has or may
hereafter have by REASON of any cause, matter or thing
whatsoever existing up to the present time and arising from any
and all dealings between the undersigned and the Releasees; and
ii. agrees that the undersigned will not make any claim or take any
proceedings against any individual, partnership, association,
trust, unincorporated organization or corporation with respect
to any matter that may have arisen between the Releasees and
the undersigned or in which any claim could arise against the
Releasees for contribution or indemnity or other relief over
and in relation to any and all dealings between the undersigned
and the Releasees.
THE UNDERSIGNED HEREBY DECLARES that the undersigned has had the
opportunity to seek independent legal advice with respect to this Release and
the undersigned fully understands this Release.
THIS RELEASE will be governed by and construed in accordance with the
laws of the Province British Columbia and the laws of Canada applicable therein.
THIS RELEASE will enure to the benefit of and be binding upon the
heirs, executors, administrators, legal personal representatives, successors and
assigns of the undersigned and the Releasees, respectively. IN WITNESS WHEREOF
the undersigned has executed this Release.
DATED August 31, 2001.
THE VENDOR AIRCARE INSTALLATIONS INC.
/S/ XXXXXXX XXXXXXX /S/ XXXXXXX XXXXXXX
------------------------------------ ------------------------------------
XXXXXXX XXXXXXX XXXXXXX XXXXXXX
To: The Board of Directors of armor Enterprises Inc., a Florida
corporation, (the "Corporation").
From: Xxxxxxx Xxxxxxx
I write to inform you that I hereby resign as an officer and director
of the Corporation, effective as of the date of this letter.
Dated, August 31, 2001.
/S/ XXXXXXX XXXXXXX
Xxxxxxx Xxxxxxx
4
