0001044764-04-000059 Sample Contracts

FOURTH AMENDMENT TO SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 15th, 2004 • Fact Corp • Food and kindred products

This Fourth Amendment to Share Exchange Agreement (this “Amendment”) is entered as of this 2nd day of February, 2004, to amend that certain Share Exchange Agreement (the “Exchange Agreement”) dated November 7, 2001, as previously amended by the Amendment to Share Exchange Agreement dated February 11, 2002, by the Second Amendment to Share Exchange Agreement dated April 30, 2002 and by the Third Amendment to Share Exchange Agreement dated June 11, 2002 (collectively, the “Exchange Agreement”) by and among FACT Corporation, previously known as Capital Reserve Corporation, a Colorado corporation (“Corp.”) and Food and Culinary Technology Group, Inc., a Nevada corporation ("Group"), and the shareholders of FACT, namely International Securities Group, Inc., a Nevada corporation, TMAmerican Holdings Limited, a Nova Scotia corporation, and Food Information Services Inc., a Florida corporation. The following entities, who were parties to the Exchange Agreement and the first three Amendments re

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AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • April 15th, 2004 • Fact Corp • Food and kindred products • Colorado

THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this "Agreement") is entered into this 2nd day of February 2004 by and among INTERNATIONAL SECURITIES GROUP, INC., a Nevada corporation ("ISG”), TMAmerican Holdings Limited, a Nova Scotia corporation (“TM”), Food Information Services Inc., a Florida corporation (“FIS”) (ISG, TM, and FIS, are hereinafter referred to collectively as the "Shareholders"), Blue Hole Holdings and Investments Ltd., a Belize corporation (“Blue Hole”), and FACT CORPORATION, a Colorado corporation (“Corp.”).

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