EXHIBIT 10.3
AGREEMENT
Between:
Xxxxxx X. Xxxxx
And
American Benefits Group, Inc.
WHEREAS Xxxxxx X. Xxxxx (hereinafter called "Xxxxx") is the sole shareholder,
Director and Officer of Xxxxx Oil, Corp. (hereinafter called "Xxxxx");
AND WHEREAS Xxxxx is a Director and Vice-President of American Benefits Group,
Inc. (hereinafter called "ABFG");
AND WHEREAS Xxxxx represents to ABFG that Xxxxx is a validly incorporated
Company pursuant to the laws of the Province of Alberta and that it's only
indebtedness is to Xxxxx in the amount of US $204,584.00, and that American
Benefits Group, Inc. has an indebtedness to Xxxxx for US$204,584.00;
AND WHEREAS Xxxxx further represents to ABFG that his shares of Xxxxx are
legally transferable to ABFG and that upon ABFG's payment to Xxxxx of the
consideration noted hereafter the shares will be transferred to ABFG free and
clear of any and all encumbrances whatsoever;
AND WHEREAS ABFG is desirous of purchasing all of the issued and outstanding
shares of Xxxxx upon the terms and conditions hereinafter recited and that ABFG
will assume the indebtedness of Xxxxx to Xxxxx in the amount of US$204,584.00 in
lieu of Xxxxx forgiving the indebtedness of ABFG in the amount of US$204,584.00.
AND WHEREAS Xxxxx is desirous of transferring all of the issued an outstanding
shares of Xxxxx to ABFG upon the terms and conditions hereinafter recited.
WITNESSTH THAT:
1. The Preamble of this Agreement is integral to this Agreement, forms part
of the Agreement and that any and all Representations made by either party
in the Preamble are binding in all respects upon the party making such
Representations.
2. ABFG shall pay to Xxxxx the amount of US One Hundred ($100.00) Dollars in
consideration for which Xxxxx shall transfer all of the issued and
outstanding shares of Xxxxx to ABFG free and clear of any and all
encumbrances whatsoever.
3. From the date hereof through to and including the date on which ABFG
advises Xxxxx that ABFG stands in the Registrar of Xxxxx as the sole
shareholder thereof Xxxxx agrees that Xxxxx shall carry out no business
activities of any kind or nature whatsoever and shall not incur any
liability of any description.
4. Upon Sklars' receipt of the consideration noted in paragraph 2 herein
Xxxxx shall immediately and without fail cause the records of Xxxxx to
reflect the transfer of Xxxxx'x shares to Xxxxx.
5. This Agreement shall take effect on January 1, 1998.
WHEREFIRE THE PARTIES HERETO HAVE EXECUTED THESE PRESENTS AND AGREE TO BE BOUND
BY THE TERMS HEREOF THIS 28th DAY OF DECEMBER, 19997,
/s/ Xxxxxx X Xxxxx /s/ Xxxxx D`Xxxxx
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Xxxxxx X. Xxxxx Witness
/s/ Xxxxx X Xxxxxxxxxxx
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American Benefits Group, Inc.
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