SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), is made this 3rd day of June,
2002, by Xenicent Corporation ("XCNT"), a North Carolina Corporation, the
persons executing this Agreement listed on the signature page hereto (referred
to collectively as "XCNT Shareholders") who own approximately 67% of the
outstanding shares of XCNT's voting shares) and Traderight Corporation
(Traderight), a Florida corporation. This Agreement sets forth the terms and
conditions upon which XCNT and its shareholders shall enter into a binding share
exchange agreement with Traderight.
1. XCNT will acquire 500,000 shares of common stock of Traderight in
exchange for 300,000 shares of common stock of XCNT.
2. Upon effectiveness of a registration statement by Traderight registering
the aforementioned shares, XCNT will distribute the shares on a pro rata basis
to its shareholders of record on that date.
3. XCNT shall also have a guarantee of performance whereby Traderight has
one year from the date of this agreement to register the aforementioned shares
and gain active trading status on the NASDAQ Over-the-Counter Bulletin Board
(OTC BB) or similar recognized U.S. national exchange. Both companies agree to
return the common shares of each party's holdings in the event that Traderight
is unsuccessful in achieving registration and active trading status for its
4. XCNT agrees to pay the fees associated with distributing the common
shares to its shareholders. Traderight agrees to pay the fees associated with
registering the Traderight common stock and gaining active trading status.
5. XCNT and/or its designated representatives shall be permitted to complete
a satisfactory review of the business and financial statements of Traderight.
6. This transaction shall be based on Traderight representation of
approximately 7,000,000 shares of common stock issued and outstanding
immediately after the initial public offering.
7. The date of acquisition shall be no later than June 10, 2002 unless
extended in writing by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
Duane Bennett, President
Xenicent Corporation (XCNT)
Jay Patel, Chief Executive Officer
Traderight Corporation (Traderight)