EXHIBIT S
MAR-PRO SERVICES, LTD.
STOCK EXCHANGE AGREEMENT
AND
CORPORATE RESOLUTION
CANCELLING SHARES
AND
COURT ORDER ENJOINING TRANSFER
AGREEMENT BETWEEN
XXXXXX XXXX XX
AND
HEALTH CARE CENTERS OF AMERICA, INC.
SUBJ: ACQUISITION OF GOLD CONCENTRATE
This AGREEMENT made this 15th day of March 1995, by and between Xxxxxx Xxxx XX,
d.b.a., Asset Resource Management (hereinafter referred to as "ARM"), and Health
Care Centers of America (hereinafter referred to as "HCCA").
WHEREAS, both parties desire and agree to the following:
WHEREAS, as ARM represents and warrants that it has the full and unencumbered
title to certain gold concentrates (as represented by the attached Horizon
Technology, L.L.C. Corporate Resolution, dated November 16, 1994); and,
WHEREAS, ARM desires to sell its entire rights, title, and interest to the above
mentioned eighty (80) tons of gold concentrate to HCCA in exchange for 144
Restricted Stock in HCCA. The HCCA Stock shall be valued at Two and 501100
Dollars ($2.50) per Share, and upon delivery by ARM, the total certified gold
content of all eighty (80) tons of concentrate, HCCA will deliver the total
number of Shares needed valued at Two and 50/100 Dollars ($2.50) to ARM with its
total stated value equaling the total recoverable value of the gold concentrate;
and, as of this date, the approximate value is Fifty-Five Million Dollars
($55,000,000). ARM shall deliver a Certified Assay, registered with the State of
Nevada, to HCCA in exchange for HCCA Stock.
WHEREAS, ARM represents that it has full authority to sell or dispose of the
concentrates in any manner it so chooses.
WHEREAS, inasmuch as this AGREEMENT is irrevocable, ARM gives its full consent
to HCCA to use the concentrates as it deems necessary to accomplish its
financing needs.
WHEREAS, ARM agrees to not market or dispose of the stock in any way that would
cause HCCA's market price to falter or lose value, unless agreed to by the two
major stockholders of HCCA.
WHEREAS, both parties agree to leave the eighty (80) tons of gold concentrate in
the bonded warehouse and will not tamper with it or break the seals on any drum
of material.
This AGREEMENT shall be binding upon and inure to the benefit of the parties
hereto signed, their respective heirs, agents, successors and assigns. By
signature hereon, agreed to on this 15 th day of March 1995 by:
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
Health Care Centers of America, Inc.
(HCCA)
/s/Xxxxxx Xxxx
Xxxxxx Xxxx XX, d.b.a.,
Asset Resource Management
(ARM)
Witnesseth:
/s/(signature illegible)
Witnesseth:
/s/(signature illegible)
XXXX OF SALE
As Agent for Asset Resource Management, I, Xxxxxx Xxxx XX hereby do sell all
rights, title and interest to the eighty (80) tons of gold concentrate, as
represented by Horizons Technology, L.L.C. "Transfer of Assets", dated December
19, 1994, attached hereto and made a part of this Xxxx of Sale. This sale to
Health Care Centers of America is made in exchange for Common 144 Restricted
Stock in Health Care Centers of America, Inc. The exact number of Shares will be
determined when Asset Resource Management delivers a certified assay value of
the eighty (80) tons of concentrate being transferred to HCCA. The Stock value
is hereby fixed at Two and 501100 Dollars ($2.50) per Share. ARM will fix the
selling price at the recoverable value of the gold concentrate.
This sale, by signature hereto is consummated this 16th day of March 1995.
AGREED ACCEPTED:
/s/Xxxxxx Xxxx /s/ Xxxxxxx Xxxxxxx
Xxxxxx Xxxx XX; Agent Xxxxxxx Xxxxxxx, President
Asset Resource Management HCCA
RESTATED AGREEMENT
OF THE XXXX OF SALE ADDENDUM
BETWEEN HCCA,Inc (Buyer) AND
MAR-PRO SERVICES AND ASSET RESOURCE MANAGEMENT, INC.
Subject: Additional Gold Concentrate
HCCA, Inc. desires to acquire 140 additional barrels of gold concentrate (70
additional tons) with identical values or higher to the original 160 barrels
listed on the Xxxx of Sale between HCCA, Inc. and Asset Resource Management
dated March 16th, 1995. Asset Resource Management agrees to deliver the
additional barrels as soon as possible and accept the 144 restricted common
voting stock of HCCA, Inc. as payment in full, the stock value is hereby set at
$2.50 per share.
An adjustment will be made by 25% to correct to 25% overpayment of initial stock
delivery on second payment. If required MAR-PRO Services Limited will provide
insurance or a bond of the value hereinstated. One hundred (100) tons will be
delivered to a bonded warehouse on Wednesday, August 16th, 1995. Fifty (50) tons
have already been delivered to Metro Trade Services warehouse in Long Beach,
California.
The assay of the gold concentrate must be satisfactory to HCCA's auditor, and
the gold values on each ton must be at least equivalent to the values shown on
the first 100 barrels received by HCCA in Metro Trade Services warehouse in Long
Beach, California. Xxx Xxxx agrees to provide all documents required by HCCA's
auditor relative to the total purchase of 150 tons of gold concentrate. If the
gold values prove to be less than represented, an adjustment in the number of
shares paid will be made.
Agreed and Accepted this 15th of August, 1995 /s/Xxxxxx Xxxx Xxxxxx Xxxx XX
Agent for Asset Resource Management & MAR-PRO Services, LTD.
Agreed and Accepted
this 15th August, 1995
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
President
Health Care Centers of America; Inc.
/s/(signature illegible)
Witness
/s/(signature illegible)
Witness
RESOLUTION OF THE BOARD OF DIRECTORS OF
HEALTH CARE CENTERS OF AMERICA, INC. (hcca)
In Accordance with a Special Meeting of the
Board of Directors held pursuant to a Waiver of Notice
A Special Meeting of the Board of Directors of HCCA was held on September
20, 1996 in Reno, Nevada, a majority of the Directors were present and
constituted a quorum. The Special Meetinf was held in conformity with a Waiver
of Norice.
HCCA previously entered into a contract for the puurchase of certain
precious metal concentrate from Xxxxxx Xxxx XX, Mar-Pro Services, Ltd. and/or
Asset Resource Management. Upon delivery of a portion of the precioyus metal
concentrate, it was further assayed by HCCA. The results of the assay indicated
that the concentrate kdelivered has no substantial value and the value of same
hasd bveen materially misrepresented by Xxxxxx Xxxx XX, Mar-Pro Services, Ltd.
and/or Asset Resource Management. HCCA had issued to Mar-Pro a total ofo
o41,479,500 shares aand certificate #2148 for 24,562,000 shares).
Be it resolved; that the President of HCCA shall emloy the necessaary legal
counsel to pursue the appropriate action against Xxxxxx Xxxx XX, Mar-Pro
Services, Ltd. and Asset Resource Management for the relief deemed necessary and
in the best interests of HCCA.
BE IT FURTHER RESOLVED; that the transfer agent for HCCA. The Nevada Agency
and Trust Company (NATCO) is hereby direicted to cancel certificate #2117 in the
amount of 17,187,5009 shares and certificate #2`48 in the amount of 24,562,000
shares are to be canceled. Said shares are hereby canceled and the stock is
returned to the Treasury.
/s/Xxxxxxx Xxxxxxx
Xxxxxxx X. Xxxxxxx, Chairman of the Board
Dated: September 20, 1996
Case No. CU96-06332
Dept No. 3
IN THE SECOND JUDICIAL DISTRICT COURT OF THE STATE OF NEVADA
IN AND FOR THE COUNTY OF WASHOE
HCCA, Inc.,
a Nevada-Corporation;
Plaintiff,
ORDER RE:
PLAINTIFF'S EX-PARTE
vs. MOTION FOR A TEMPORARY
NEVADA AGENCY AND TRUST COMPANY, RESTRAINING ORDER
a Nevada Corporation; XXXXXX AND APPLICATION FOR PRE-
XXXX, IV; ASSET RESOURCE LIMINARY INJUNCTION.
MANAGEMENT CO.; MAR-PRO SERVICES,
LIMITED; and, RED, WHITE and
BLUE CORPORATIONS;
A, B, and C PARTNERSHIPS, X, Y,
and Z ASSOCIATIONS; and, DOES I-X,
Defendants
After careful review of the PLAINTIFF'S EX-PARTE MOTION FOR TEMPORARY
RESTRAINING ORDER AND APPLICATION FOR PRELIMINARY INJUNCTION and all of the
pleadings on file herein and good cause appearing therefrom;
This Court finds that immediate and irreparable harm will be caused to
plaintiff HCCA, if the Mar-Pro certificates, as defined in Paragraphs 16 of
complaint on file herein, are allowed to be transferred, in that plaintiff HCCA
will have issued the shares of ownership, but will not have received the benefit
it bargained for. Further, once these shares are issued in the name of National
Finanacial Services Corp., plaintiff HCCA will not be able to control their
resale.
This court further finds that every reasonable effort was made to notify
all defendants, and, in fact, all defendants have been notified, albeit without
adequate time to formally object. Finally, this court finds that the risk of
harm to a7.1 defendants is minimal, in that the certificates being enjoined form
adequate security for all parties and the plaintiffs, and each of them, are only
seeking to maintain the status quo until a full hearing on the merits can be
given.
WHEREFORE this Court does order:
1. That Defendant NEVADA AGENCY AND TRUST COMPANY is hereby enjoined from
transferring the Mar-Pro Shares for fifteen (15) days from the date of this
ORDER or until a hearing on the merits can be had;
2 . That plaintiff HCCA shall post a $10,000 bond/check as security for any
costs and damages as may be incurred or suffered by any defendant.
3. That plaintiff HCCA motion for a Preliminary Injunction will come on for
hearing before this court on the 10th day of October 1996, at 1:30 pm
DATED this 30 day of September, 1996 , at the hour of 9 am
/s/Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Xxxxxxxx Judge
By:
X.X. Xxxxxxxxxx, Esq.
00 Xxxxxx Xxxxxx
Xxxx, Xxxxxx 00000
(000) 000 0000
Attorney for plaintiffs
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