EXHIBIT 10.21
AQUAPRO CORPORATION WITH INTERNATIONAL HOLDINGS,
INC., AND ▇▇▇▇▇▇ ▇. ▇▇▇▇
AGREEMENT
FOR AND IN CONSIDERATION of the mutual rights, benefits and privileges
flowing, and to flow, to the parties hereto under and by virtues of the terms of
this agreement, we, AQUAPRO CORPORATION, hereinafter "Aquapro"; INTERNATIONAL
HOLDINGS, INC., hereinafter "IHI", and ▇▇▇▇▇▇ ▇. ▇▇▇▇, hereinafter "▇▇▇▇", do
hereby covenant and agree as follows:
1.
Aquapro shall sell to IHI all inventory of fish on the properties in
Sunflower, Bolivar and ▇▇▇▇▇▇▇ Counties, Mississippi, known as ▇▇▇▇▇▇ ▇▇▇▇▇ ▇,
▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ 3, Circle Creek 5, Circle Creek 6, Circle Creek 7 and
Circle Creek 8 as more particularly described upon the descriptions of said
properties hereto attached.
2.
The consideration therefor shall be the sum of $684,309.00, payable as
follows:
On or before June 28, 2002 $ 1,000.00
On or before August 31, 2002 117,068.37
On or before November 30, 2002 $ 566,240.63
3.
Aquapro shall sell and convey to IHI that property known as Circle Creek
1 and Circle Creek 2, together with all aerators, trailers, tractors and other
equipment, improvements and structures, for the sum of $177,225.00 each, for a
total of $354,450.00 payable in cash on or before November 30, 2002.
4.
IHI shall employ Aquapro to cultivate, harvest and sell its catfish
located on the ponds of Aquapro and the ponds of ▇▇▇▇. IHI and/or ▇▇▇▇ shall
provide at its/his expense, the necessary feed for the fish.
5.
IHI shall loan to Aquapro such funds in the sole discretion of IHI as
shall be necessary, proper, prudent and husbandlike for so doing, including
operating expenses and other obligations of Aquapro as approved by IHI and for
feed for the Aquapro prawns.
6.
As security for the loans from IHI, Aquapro shall grant to IHI a valid
lien on the following:
(a) All land of Aquapro;
(b) All equipment of Aquapro;
(c) All Confish stock;
(d) All Delta Western stock;
(e) All processing rights at Springwater Farm; and
(f) All utility security deposits.
7.
At closing, Aquapro shall sell to the following named individuals
1,050,000 shares at one cent per share, which has been previously paid by
services provided by goodbody international:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 150,000
Devlynne ▇▇▇▇▇▇▇ 100,000
▇▇▇▇▇▇▇ ▇▇▇▇ 50,000
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ 250,000
▇▇▇▇▇▇ ▇▇▇▇ 50,000
▇▇▇▇▇▇▇▇ ▇▇▇▇ 100,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 100,000
▇▇▇▇▇▇ ▇▇▇▇▇ 100,000
▇▇▇▇▇▇ ▇▇▇▇▇ 100,000
▇▇▇▇ ▇▇▇▇ 50,000
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TOTAL 1,050,000
8.
As fish are sold from Circle Creek 1 and Circle Creek 2, the proceeds
will be allocated as follows:
(a) The first $785,352.00, plus interest on the feed line, to IHI;
(b) Next amounts expended for feed in excess of $385,352,000 to IHI;
(c) The next $548,636.00 equally between Aquapro and IHI;
(d) The next $448,518.00:
52% to Aquapro
48% to IHI
(e) All remaining revenues:
67% to IHI
33% to Aquapro
9.
As prawns are sold, the proceeds will be allocated as follows:
(a) To Global Seafood Technology, d/b/a as American Aquaculture Co., the
cost of the prawns;
(b) To Aquapro for the cost of production and to IHI for cost of all
feed, prorata; and
(c) All remaining revenues:
1. 50% Global
2. 25% Aquapro
3. 25% IHI
10.
IHI is securing financing from LOL Financing Co., providing as
collateral, inter alia, all fish, with the loan having a maturity date of July
1, 2003.
11.
There shall be secured by Aquapro and/or ▇▇▇▇ and/or IHI a
non-disturbance agreement from all lienholders with respect to the realty so
that in the event of default by IHI or Aquapro on its loans, IHI and LOL shall
have the right to possession of all of the realty herein described for such time
as shall be reasonably necessary to remove all fish and/or prawns, but not later
than December 31, 2003.
12.
Aquapro does hereby grant unto ▇▇▇▇ the exclusive right and option to
purchase from Aquapro at any time until December 31, 2005, the following farms
for the price indicated:
Circle Creek 3, (Balmoral) $183,385.00
Circle Creek 5, (Hidden Lakes) $630,000.00
Circle Creek 6, (Stillwater) $109,718.00
Circle Creek 7 and 8
(Crystal Water) $295,454.00
Indian Lake $411,443.00
13.
During the term hereof and prior to such sale, if any, Aquapro shall
make all necessary and required payments on underlying mortgages on the
subject property, and pay all ad valorem taxes on the subject property.
14.
▇▇▇▇ shall have the right, subject to the approval by the lender, to
assume such underlying mortgage indebtednesses.
15.
Aquapro shall pay to IHI a monthly administrative and consultant fee of
$4,000.00, plus travel and related expenses, until December 31, 2005.
16.
As fish are sold from Circle Creek 3, Circle Creek 5, Circle Creek 6,
Circle Creek 7, Circle Creek 8 and Indian Lakes, the proceeds will be allocated
as follows:
(a) Reimbursement to, IHI for all fish costs, feed costs, financing and
interest expense; and
(b) All remaining revenues:
1. 50% to IHI; and
2. 50% to Aquapro Corporation.
17.
Aquapro agrees to hire the employee of ▇▇▇▇'▇ choice to live in
Mississippi and to be trained in all aspects of the business reporting directly
to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (recent college graduate that will replace Tennessee
stockholder relations employee).
18.
▇▇▇▇ will receive title to all improvements only on Circle Creek 1 and
Circle Creek 2. Other real properties that are purchased shall not include
improvements such as aerators, trucks, tractors and equipment.
19.
▇▇▇▇ will be reimbursed for any legal fees, title searches, title
insurance and appraisals out of profits when fish are sold.
21.
Aquapro, at its own expense, will purchase in 2002 stockers, fingerlings
and fry, up to $165,000.00, which will immediately become the property of IHI to
be used in a future joint venture with Aquapro. In future years, IHI will
purchase such fish and be reimbursed for the purchase price and interest.
WITNESS the signatures of the parties hereto, in triplicate original, on
this the 20th day of August, A. D., 2002.
AQUAPRO CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
INTERNATIONAL HOLDINGS, INC.
By ▇▇▇▇▇▇ ▇. ▇▇▇▇ CEO
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
STATE OF MISSISSIPPI
COUNTY OF SUNFLOWER
Personally appeared before me, the undersigned authority in and for the
said county and state, on this the 20th day of August, 2002, within my
jurisdiction, the within named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., who acknowledged that
he is President of AQUAPRO CORPORATION, a Tennessee corporation, and that for
and on behalf of the said corporation, and as its act and deed he executed the
above and foregoing instrument, after first having been duly authorized by said
corporation so to do.
(NOTARY PUBLIC)
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My commission expires
6/21/04 .
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STATE OF ________________
COUNTY OF _______________
Personally appeared before me, the undersigned authority in and for the
said county and state, on this the 23rd day of August, 2002, within my
jurisdiction, the within named ▇▇▇▇▇▇ ▇▇▇▇, who acknowledged that he is CEO/SEC
of INTERNATIONAL HOLDINGS, INC., a Georgia corporation, and that for and on
behalf of the said corporation, and as its act and deed, he executed the above
and foregoing instrument, after first having been duly authorized by said
corporation so to do.
(NOTARY PUBLIC)
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My commission expires
10/15/2012
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STATE OF GA
COUNTY OF GWINNETT
Personally appeared before me, the undersigned authority of law in and
for the county and state aforesaid, within my
jurisdiction, on this the _____ day of August, 2002, the within named ▇▇▇▇▇▇ ▇.
▇▇▇▇, who acknowledged that he signed and delivered the above and foregoing
instrument of writing.
NOTARY PUBLIC
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My commission expires
10/15/2002 .
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