Freedom Golf Corp/Co – AGREEMENT AND PLAN OF REORGANIZATION (January 26th, 2000)AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (herein, together with all Exhibits, "Agreement") is entered in to as of November 15, 1999 by and between Freedom Golf Corporation, a Colorado corporation ("Freedom") and Auric Enterprises, Inc., a Nevada corporation ("Auric"). This Agreement sets forth the terms and conditions upon which Freedom will merge with and into Auric (the "Merger"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") in substantially the form attached hereto as Exhibit A, which provides, among other things, for the conversion and exchange of all outstanding shares (other than shares held by shareholders who exercise statutory dissenters' rights) of no par value common stock of Freedom ("Freedom Common Stock") into 9,820,206 shares of voting $.001 par value common stock of Auric ("Auric Common Stock"). In consideration of the mutual promises and covenants contained herein, Freedom and Auric agree as follows: A
Auric Enterprises Inc – CONSULTING AGREEMENT (April 9th, 1999)CONSULTING AGREEMENT This Consulting Agreement is entered into between Timothy Miles and Auric Enterprises, Inc.(Client), (the "Agreement") with reference to the following facts. Client has expressed a desire to enter into this Agreement with Timothy Miles for Timothy Miles to provide consulting services through which Client will become a publicly traded company (the "Services"). Timothy Miles is in the business of providing such services and desires to enter into an Agreement with Client to provide such "Services". This Agreement is for the purpose of defining the services provided and the rights and responsibilities of both parties. 1. SERVICES PROVIDED BY Timothy Miles. 3. Timothy Miles will recommend a structure for Client's entry into the public market. This structure will be approved by Client. The structure will include distribution to shareholders, creditors, and other parties and will include agreed upon capital formation requirements of Client. 4. Timo
Auric Enterprises Inc – PURCHASE AGREEMENT (April 9th, 1999)PURCHASE AGREEMENT This purchase agreement is entered into between Auric Enterprises, Inc. (Auric) and R.E. Hunt, (the "Agreement") with reference to the following facts. 1. PURCHASE OF CLAIMS Auric has agreed to purchase four mine claims located in Trinity County, California, (Wild Mountain 1,2,3,4), from R.E. Hunt. For consideration in the purchase, Auric will issue R.E. Hunt 200,000 shares of unregistered common stock, subject to rule 144 of the Securities and Exchange Act of 1933. 2. RIGHTS GRANTED TO AURIC BY R.E. HUNT R.E. Hunt will grant Auric the right to assign the following options on 150,000 of the 200,000 shares issued to R.E. Hunt as consideration for the prementioned claims: An option to purchase from R.E. Hunt 100,000 shares of Auric common stock at $.25 per share, exercisable for a period of two years from the date of this agreement An option to purchase from R.E. Hunt 50,000 shares of Auric common stock at $.50 per share, exercisable for a pe
Auric Enterprises Inc – CONSULTING AGREEMENT (April 9th, 1999)CONSULTING AGREEMENT This Consulting Agreement is entered into between Joel R Shine and Auric Enterprises, Inc. (Client), (the "Agreement") with reference to the following facts. Client has expressed a desire to enter into this Agreement with Joel R Shine for Joel R Shine to provide accounting and administrative services the ("the Services")for the Client (the "Services"). Joel R Shine is in the business of providing such services and desires to enter into an Agreement with Client to provide such "Services". This Agreement is for the purpose of defining the services provided and the rights and responsibilities of both parties. 1. SERVICES PROVIDED BY Joel R Shine. 1. Joel R Shine will provide various accounting and administrative services for the Client, including drawing up for the Company a set of books and maintaining the books for a period of six months. 2. Joel R Shine agrees to provide consulting services on an as needed basis to Client for a period of six m
