STOCK PLEDGE AGREEMENT
This agreement is made May 21, 1999, between Xxxxxxx Xxxxxxx Xxxxx,
an individual ("Xxxxx"); and Xxxx Xxxxxx, an individual ("Xxxxxx"). Concurrently
with the execution of this stock pledge agreement ("Agreement"), Xxxxx is
executing and delivering to Xxxxxx a certain promissory note (the "Note") of
even date hereof, in the principal amount of $63,000, the terms of which are
incorporated herein.
In order to induce Xxxxxx to accept the Note as evidence of such loan, and
as further security for the payment by Xxxxx of the Note, Xxxxx has agreed to
pledge with Xxxxxx the collateral, as described below, on the terms and
conditions set forth below.
In consideration of the premises, the parties agree as follows:
1. As security for the payment of the Note by Xxxxx to Xxxxxx,
Xxxxx pledges, assigns and delivers to Xxxxxx all of the right, title and
interest to Eighty One Million (81,000,000) shares of the capital stock of Xxxx
Neuveaux & Company, a Colorado corporation ("XXXX"), represented by Certificate
Nos. 1296 and ___________ registered in the name of Xxxxx, together with a
stock power duly endorsed by Xxxxx in blank. Xxxxx further agrees, without
limiting the provisions of Section 2 herein, to assign, transfer and deliver to
Xxxxxx, with like stock powers, immediately upon issuance, any additional shares
of the capital stock of XXXX of any class hereafter issued by XXXX, issued
without the express written consent of Xxxxxx. All such shares together with any
substitutions for them or additional shares of any class, pledged or intended to
be pledged with Xxxxxx under this agreement are here sometimes collectively
called the "collateral".
2. Xxxxx represents, warrants and covenants to and with Xxxxxx that
Xxxxx is, on this date, the owner, free and clear of all liens, encumbrances and
other charges or interests of others, of the abovementioned certificate for
shares registered in Xxxxx'x name; that the shares pledged under this Agreement
constitute Ninety Percent (90%) of the issued and outstanding shares of XXXX;
that Xxxxx will not sell, assign, transfer or otherwise dispose of, or mortgage,
pledge or otherwise hypothecate, any of such shares; that Xxxxx, without the
express written consent of Xxxxxx, will not vote such shares so as to, or
otherwise cause or permit XXXX (i) to issue any further shares of its capital
stock or any options, warrants or other rights to purchase or acquire any shares
of its capital stock or any securities which are convertible into shares of its
capital stock; or (ii) to dissolve or liquidate; and that Xxxxx has full power
and authority to transfer and pledge the shares stated with Xxxxxx as provided
herein.
3. If no default shall have occurred and be continuing, Xxxxx shall
have the right to vote the shares stated and to exercise the other rights and
privileges of the owner, but subject to the provisions of paragraph 2 above.
4. Xxxxx expressly agrees that (i) if, by virtue of a default by XXXX
under the Note, Xxxxxx shall accelerate the indebtedness in accordance with the
terms of the note; or (ii) if Xxxxx shall violate or suffer or permit XXXX to
violate any of the provisions of Section 2 above (called an "event of
default"); or (iii) Xxxxxx elects to convert the indebtedness as described in
paragraph 2 of the Note; Xxxxxx may, at its election, transfer the shares
pledged hereto to its name and exercise all rights of owner in respect of such
shares, including, without limitation, the right to vote such shares; and Xxxxx
irrevocably constitutes and appoints Xxxxxx, its attorney-in-fact to effectuate
such transfer
EXHIBIT TWO
upon the books of XXXX. In addition, Xxxxxx shall have all of the
rights in respect of the collateral that are accorded it as a secured party
under the Uniform Commercial Code. For the purpose of determining what
constitutes reasonable notice of any sale of the collateral under the provisions
of the Uniform Commercial Code, the parties agree that Ten (10) days shall be
sufficient.
5. Xxxxx waives demand, notice, protest and notice of acceptance of
this Agreement and of all other demands and notices of any description not
expressly provided for here which it may lawfully waive. No delay or omission
by Xxxxxx in exercising any right under this Agreement, and no partial exercise
of any right under this Agreement, shall operate as a waiver of such right or of
any other right under this Agreement or provided for by law. No purported
waiver of any right shall be effective unless in writing signed by Xxxxxx and no
waiver on one occasion shall be construed as a bar to or waiver of any such
right on any other occasion. All rights of Xxxxxx under this Agreement or by law
are cumulative and the exercise of one shall not be construed as a bar to or
waiver of any other.
6. Pursuant to the terms of the Note, upon payment in full of the
Note, Xxxxxx shall transfer and deliver the collateral to Xxxxx or to such other
person or persons as Xxxxx may direct, together with the stock power or powers
delivered in connection with that by Xxxxx.
7. Notwithstanding any other provision of this Agreement, all notices
and other communications given under or pursuant to this Agreement (hereafter
collectively "notices") shall be in writing and shall be addressed to the
party to receive them at its address or at such other address as it may later
designate as provided below, and shall be sent by registered or certified mail,
return receipt requested. Any party may, by like notice, change its address for
receipt of further notices. Notices given in the manner stated shall be deemed
given and served when mailed.
8. Xxxxx agrees that it will at any time and from time to time, upon
request, execute and deliver such further documents and do such further acts and
things as Xxxxxx may reasonably request in order to more fully effectuate the
purposes of this Agreement.
9. This Agreement shall be binding upon and shall inure to the
benefit of Xxxxx and Xxxxxx, and subject to the restrictions set forth in
Section 2 above in the case of Xxxxx, Xxxxx'x respective legal representatives,
successors and assigns. This Agreement shall be governed by and construed in
accordance with the laws of the state of Florida applicable to agreements made
and to be performed wholly within that state.
In witness whereof, Xxxxx and Xxxxxx have executed this Agreement on
the date first above written.
State of Florida)
County of Miami Dade)
Sworn to and subscribed before me this
21st day of May 1999 by Xxxxxxx Xxxxxxx /s/Xxxxxxx Xxxxxxx Xxxxx
Xxxxx (produced Republic of Venezuela I.D ------------------------
#E82196664) and Xxxxxxx Xxx Xxxxxx (produced Xxxxxxx Xxxxxxx Xxxxx
Fla X.X#s 526-436-66-1660)
/s/Xxxxx Xxxxxxxxxx SEAL Xxxxx Xxxxxxxxxx
-------------------- (Notary Public) My Commission # CC639402 Expires
Notary Public State (State of Florida) July 27, 2001
of Florida
/s/Xxxx Xxxxxx
________________________
Xxxx Xxxxxx
