Exhibit - 2.00 - Plan of Acquisition - Xxxxxxx
SHARE PURCHASE AGREEMENT
This Agreement made as of the 12th day of February, 2002, with effective date as
of December 1st, 2001, between XxXxxxxx Bay International, Ltd., incorporated in
the State of Delaware, United States of America and with administrative offices
at 0000 Xxxxxxx Xxxxx, Xxxxxxxx, XX. XXX 00000 (hereinafter "MKBY"), and
XXXXXXXXX XXXX, Whose address is 000 XxXxxxxxx Xxx., Xxxxxxxxx, Xxxxxx X0X0Xx
XXXXXX (hereinafter "Xxxx") and XXXXXXX XXXXXX, Whose address is 000 Xx Xxxxx
Xxxxxx, Xx. Xxxxxxxx, Xxxxxx, X0X0X0 XXXXXX (hereinafter "Mondou"), and EXPERTS
CONSEILS XXXXXXX INC., incorporated under the laws of Canada, whose address is
000 XxXxxxxxx Xxx., Xxxxxxxxx, Xxxxxx X0X0X0 XXXXXX (hereinafter "Dermond").
WITNESSETH:
Whereas, Xxxx and Mondu are collectively the howner of all of the issued and
outstanding shares of Xxxxxxx which corporation is the owner of the tech- nology
known as the Xxxxxxx Wind Generator, and
Whereas, MKBY is desirous of purchasinf all of the issued and outstanding shares
of the common stock of Xxxxxxx, and
Whereas, Xxxx and Mondou have agreed to sell all of the issued and outstanding
shares of the common stock of Xxxxxxx, that is 125,200 class "A" shares (the
"Shares") to MKBY on the terms and conditions set out in this agreement.
Now, Therefore, this agreement witnesses that in consideration of the mutual
covenants and agreement contained herein, Xxxx and Mondou, as sellers, and MKBY
as Purchaser, covenant and agree with each other as follows:
1. Purchase and Sale
A. Subject to the due fulfillment of the conditions set out in paragraph 3
below, Xxxx and Mondou shall sell and MKBY shall purchase all of the
Shares.
B. The Closing date shall be a date mutually agreed upon between the parties
but in any event, no later than 60 days from and after the date of
execution of this agreement.
2. Consideration. The consideration for the sale of the Shares shall be
A. The issue to Xxxx of 50,000 shares of the common stock of MKBY;
B. The payment to Xxxx of Twenty five thousand Dollars ($25,000)
C. The issuance to Mondou of 50,000 shares of the common stock MKBY;
D. The payment to Mondou of Twenty Five Thousand Dollars ($25,000)
E. At closing, MKBY shall agree to pay, be liable for, perform, observe,
discharge and fully satisfy when due (i) all of the liabilities and
obligations of Xxxxxxx existing on the date of closing, provided, however
that the liability of MKBY pur- sant to such assumption of liabilities
shall not exceed Six Thousand Canadian Dollars ($6000CDN), as well as to
assume and pay (ii) Xxxxxxx'x debt owed to CAI, Affaires Corporatives
International, in the amount of $8600 CDN (which includes all applicable
taxes (the "CAI DEBT").
3. Conditions. The Completion of this agreement shall be conditional upon the
parties executing the following agreements on the closing date contmpraneous
with the completiion of this agreement:
A. A 5-year employment agreement between Xxxxxxx,as Employer, and XXXX as
employee, in the form which is atttached hereto as Exhibit A to this
agreement.
B. A 5-year employment agreement between Xxxxxxx,as Employer, and MONDOU as
employee, in the form which is atttached hereto as Exhibit B to this
agreement
C. A royalty agreement between MKBY and Xxxx in the form which is attached
hereto as Exhbit C to this agreement
D. A royalty agreement between MKBY and MONDOU in the form which is attached
hereto as Exhbit C to this agreement
X. Xxxx and Mondou will on the date of closing contemporaneous with the
completion of this agreement, execute a non-cpmpetition and non-
disclosure agreement in the form which is attached hereto as Exhibit E.
4. Completion. Completion shall take place on the closing Date. The sale shall
be completed at the office of Xxxxxx, de Xxxxx, attorneys for MKBY located at
0, Xxxxx Xxxxx-xxxxx, Xxxxxxxx Xxxxxx, X0X 0X0
