Joint Exchange Agreement
This Joint Exchange Agreement is entered into this 25th day, of May 1999,
between Southeast Asia Industries Limited, a Bahamian Corporation, 29 Retirement
Road, Nassau Bahamas; and Victoria Beverage Company Limited, of the Isle of Man,
hereafter "Victoria"; and Calder Investments Limited, of Tortola, B.V.I.,
hereafter"Calder"; Southeast Asia Industries, Ltd., the holder of two Bearer
Promissory Notes, each in the amount of $2,000,000, desires to exchange each of
such Notes to Calder and Victoria respectively, for 6,000,000 common shares of
Gourmet Choice Coffee Company from Victoria, and an equal amount from Calder.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
Agreement
1. Southeast Asia Industries Limited, hereby assigns and conveys to
Victoria that certain Bearer Promissory Note in the amount of
$2,000,000 due to Bearer from Victoria Beverage Company of the Isle of
Man. Victoria hereby acknowledges receipt of such Bearer Note.
2. Southeast Asia Industries Limited, hereby assigns and conveys to
Calder that certain Bearer Promissory Note in the amount of $2,000,000
due to Bearer from Calder Investments Limited, of Tortola B.V.I.
Calder hereby acknowledges receipt of such Bearer Note.
3. Victoria hereby agrees to assign, within thirty days, two Gourmet
Choice Coffee stock certificates, one in the amount of 1,450,000
shares, and the second in the amount of 4,550,000 shares. Such shares
shall be restricted shares as defined under the rules and regulations
of the Securities Exchange Commission of the United States, and such
shares shall be subject to a holding period under Rule 144 of the
Securities Exchange Commission for such restricted shares. Such shares
shall have an appropriate legend stamped on each shares. Southeast
Asia Industries, Ltd. agrees that such shares will not be distributed
except to its owners pursuant to a liquidation agreement, which
restricts the right to resell, which owners are all founders and
insiders, constituting less than fifteen shareholders in all.
4. Calder hereby agrees to assign, within thirty days, to Southeast Asia
Industries, Ltd. one stock certificate, in the amount of 6,000,000
shares. Such shares shall be restricted shares as defined under the
rules and regulations of the Securities Exchange Commission of the
United States, and such shares shall be subject to a holding period
under Rule 144 of the Securities Exchange Commission for such
restricted shares. Such shares shall have an appropriate legend
stamped on each shares. Southeast Asia Industries, Ltd. agrees that
such shares will not be distributed except to its owners pursuant to a
liquidation agreement, which restricts the right to resell, which
owners are all founders and insiders, constituting less than fifteen
shareholders in all.
5. This Agreement is entered into and closed in Nassau, Bahamas, and
shall be interpreted pursuant to the laws of the Bahamas.
6. This Agreement will be binding on the parties hereto, their heirs,
executors, successors, and assigns.
7. Each party hereto agrees to execute all other documents, cancellation
of notes, and recordings as shall be necessary to carry out the intent
of this Joint Agreement.
In witness whereof, the undersigned complete this Joint Exchange of the
above negotiable instruments, the day and year first above written.
Southeast Asia Industries Limited Calder Investments Limited
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Victoria Beverage Company Limited
By: /s/ Xxxxxx Xxxxxx
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