EXHIBIT 10.2
ACQUISITION AGREEMENT
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THIS ACQUISITION OF SHARES FINAL AGREEMENT (the "Final Agreement") is
entered into on the 30th day of June, 0000,
XXXXXXX
Xxxx Xxxxx Resources Corp. (formerly, AVIC Technologies Ltd.), a
Delaware corporation headquartered at 000 Xx.Xxxxxxx-Xxxxxx Xx. Xxxxxxxx, Xxxxxx
X0X 0X0 (hereinafter "EDLT" or the "Company"), and as represented by its
President, Xx. Xxxxxx Sun
AND
A number of shareholders, as named and listed in APPENDIX A of this
Agreement, (hereinafter the "Seller" or "OR Shareholders"), who together own
100% of the common shares of Omega Resources Inc. (formerly East Delta Resources
Corp.), a Delaware corporation headquartered 0000 Xxx Xxxx Xxx. Xxxxxxxx, XX
00000, hereinafter ("OR").
RECITALS
WHEREAS, the EDLT and the Seller have previously entered into an
Agreement on February 3, 2004, whereby EDLT will purchase 100% of the common
shares of OR,
AND WHEREAS, the parties wish to consummate this Agreement
NOW, THEREFORE, in consideration of the premises and mutual covenants,
conditions and agreements contained herein and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, each intending to be legally bound hereby, agree as follows:
ARTICLE I
TERMS AND CONDITIONS
1.1 Amendments to the Agreement. The sale as contemplated in the
Agreement is hereby finalized subject to the following amendments:
(a) Article 1.4 shall read "In consideration of the Sale, EDLT
shall issue to the Seller two (2) shares of common stock of
EDLT for each one common share of OM for an aggregate of
eleven million, three hundred sixty-six thousand and two
hundred and fifty (11,366,250) of the Company (hereinafter the
"Shares")."
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(b) With reference to Article 2.1 of the Agreement, the
requirement to split the common shares is hereby waived by all
parties and is left to the discretion of the Board of
Directors of EDLT.
(c) The closing date of the Agreement is hereby extended to June
30, 2004.
1.2 Share Restrictions. All shares issued by EDLT by virtue of this
Agreement are subject to all restriction and terms and conditions as set forth
in any Agreements between Amingo Resources Inc., (the subsidiary of OR) and the
Seller.
ARTICLE II
MISCELLANEOUS
2.1 Notices. Any notice, request, instruction or other document to be
given hereunder by any party hereto shall be in writing and delivered
personally, by facsimile transmission or telex, or sent by commercial overnight
delivery service or registered or certified mail (return receipt requested),
postage prepaid, addressed as follows:
If to the Seller Omega Resources Inc.
0000 Xxx Xxxx Xxx.
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to EDLT, East Delta Resources Corp.
000 Xx-Xxxxxxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx, X0X 0X0 Xxxxxx
Facsimile: (000) 000-0000
2.2 Les parties ont convenu que le present contrat soit ecrit en
anglais.
2.3 The parties agree that this Agreement be written in the English
language.
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SIGNATURE PAGE
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered on the date and year first above written.
East Delta Resources Corp.
--------------------------
By:
---------------------------------
Xxxxxx I.H. Sun P.Eng., President
Seller
------
By: By:
--------------------------------- ---------------------------------
Xx. Xxxx Xxxxx Xx Xx. Xxxxx Lu
By: By:
--------------------------------- ---------------------------------
Xx. Xxxxxx I. H. Sun Chou Xxx Xxxx
By:
---------------------------------
Xxxxx Xxxxx, President (OR)
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APPENDIX A
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OR Shareholders (the "Seller")
Name Number of shares in OR %
----- ---------------------- -
Xx. Xxxx Xxxxx Xx 1,339,000 23.6
Xxxxx Xx 1,080,500 19.0
Xxxxxx I. H. Sun 1,080,500 19.0
Chou Xxx Xxxx 1,683,125 29.6
Xxxxx Xxxxx 500,000 8.8
Total: 5,683,125
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