SHARE PURCHASE AGREEMENT made this April 2, 2002
BETWEEN: The Shareholders of Aquentium, Inc.
(Herein called "the Shareholders")
Aquentium, Inc. a Corporation incorporated under the laws of the State of
Nevada, United States
(Herein called "the Corporation")
AND
WaterPur International, Inc., a corporation organized and existing under the
laws of the State of Delaware
(Herein called " the Purchaser")
WITNESS that in consideration of the sum of four million shares (4,000,000)
post split out of a total capitalization of five million two hundred-fifty
thousand shares, in exchange for 100% of Aquentium, Inc. it is agreed as
follows:
1. The Shareholders hereby sell and transfer to the Purchaser 100% of the
total equity of the Corporation, as indicated by the Register of the
Corporation; Furthermore, the Purchaser agrees to change its name to
Aquentium, Inc.
2. It is a condition hereof, and the shareholders do jointly and severally
acknowledge that the Purchaser is relying upon the following representations
and warranties in connection with the purchase of the shares herein provided
for;
a) The Corporation is a valid Corporation, duly incorporated under the
laws of the State of Nevada with common stock, which is fully paid and
non-assessable;
b) The Shareholders have the right to dispose of and to deal with the
said shares and receive the consideration thereof and enter into this
agreement;
c) The Shareholders own or control the common shares of the Corporation,
representing all the shares of the Corporation; and have full right to
assign and/or transfer the shares.
d) The financial status of the Corporation is accurately set out in the
consolidated Balance Sheet and related Financial Statements of the Corporation
as attached as Schedule I as submitted by the Shareholders prior to the
execution hereof; and there is, as of December 31, 2001, no material adverse
change in the financial condition of the Corporation from the disclosed in
Schedule I;
e) Attached herein as Schedule II is a list of all the current and fixed
assets of the Corporation as of December 31, 2001;
f) Attached hereto as Schedule III is a list of all the liabilities of
the Corporation as of December 31, 2001 and the Corporation has no other
liabilities or obligations, present or contingent;
g) All the required Federal, Local and other returns and reports have
been duly filed through December 2001.
h) The Corporation is in good standing under the Laws of the State of
Nevada and or any other jurisdiction.
i) The Corporation is not in arrears in the remittance of employee's tax
payments and health benefits, and has complied with the laws and regulations
relating thereto;
j) There are no judgements or executions outstanding against the
Corporation, and the Corporation has not guaranteed to give security for any
debt or obligation of any other person, firm or corporation. As well, there
are no judgements or executions outstanding against the Purchaser and the
Purchaser has not guaranteed to give security for any debt or obligation for
any person, firm or corporation.
k) Neither the Corporation, or the Purchaser are not at the present
time, party to any action, suit or other legal proceedings, actual or
threatened, and there are no circumstances, matter or thing known to the
Shareholders, or any of them which might give rise to any such actions, suit
or other legal proceedings and there are no actions, suits or proceedings
pending or threatened against the Corporation or the Purchaser before any
Federal, State, or other governmental agency.
l) There are no outstanding agreements, options, warranties or other
rights pursuant to which the Corporation are or might be obligated to issue
any of their shares.
m) The word "Corporation" and "Purchaser" herein includes any
subsidiaries;
n) The representations, warranties and conditions herein contained are
true as of the date hereof and will be true on the date of closing and shall
survive the closing of this transaction.
3. If any deficiency, loss or loss of possession is discovered in the assets
of the Corporation as listed in Schedule II., or if any debt or obligation is
demanded from the Corporation, which is not listed in Schedule III., the
Shareholders shall jointly and severally agree to pay the Purchaser on behalf
of the Corporation the value of any deficiency in the assets or the amount of
such liabilities. The Shareholders shall make the payments forthwith, on
demand, providing such demand is made in writing not later than ninety days.
Failing such payment on demand, the Shareholders hereby authorize the
Corporation (in addition to any other remedy open to the Purchaser or the
Corporation) to deduct the same from their future salaries.
4. The Purchaser agrees to vote his/their shareholdings in the Corporation
in favor of the newly constituted Board of Directors, which will include only
representatives of the Shareholders.
5. The Shareholders agree to appoint its nominees instead of the presently
constituted Board of Directors.
6. It is agreed between the Shareholders and the Purchaser that the Company
is effecting a 100-1 reverse stock split of the outstanding shares of the
Corporation. The prior transaction between Duck Marine and WaterPur is
officially rescinded and all assets and liabilities are being removed from the
Company upon completion of this agreement. See attached rescission agreement.
7. This agreement contains the entire contract between the parties hereto
and no party shall be bound by any warranty, condition or term other than as
expressly stated herein.
8. At the time of closing ( subject to all other terms and conditions being
complied with) the Shareholders shall deliver to the Purchaser;
a) A certificate representing the 100% common shares of the Corporation
of the total of 100% herein referred to,
b) Records and papers relative to the Corporation's business and
affairs;
9. The Corporation acknowledges and confirms this agreement.
10. The Shareholders and the Purchaser do jointly agree to sign and deliver
any further assurances required to more fully carry out the intent of this
agreement.
11. This agreement shall be construed and enforced under the Laws of the
State of California.
12. This agreement shall insure to the benefit of and be binding upon the
respective parties hereto and respective heirs, executors, administrators,
successors, and assignees. Closing to be effective December 31, 2001 and
completion of the transaction will be concurrent with the completion of the
name change, share consolidation and new issuance of stock as pertains to this
closing.
IN WITNESS WHEROF the parties have hereunto set their hands as of the date
first written above.
SIGNED, AND DELIVERED
Signatures
SHAREHOLDERS
/s/ Xxxx Xxxxxxx
_________________________
Xxxx Xxxxxxx / President
PURCHASER
/s/ Xxxx Xxxxxxxxxxx
______________________________
Xxxx Xxxxxxxxxxx / President, CEO
