AGREEMENT
AGREEMENT BY AND BETWEEN BEZENET, INC., hereinafter referred to as "BI", QUEBEC,
INC., hereinafter referred to as "SELLER" AND 5TH AVENUE CHANNEL CORP.
hereinafter referred to as "5AC" entered into this 10th day of January, 2001.
Total amount of shares to be issued is 5,000,000 these shares are to pay for the
following properties that Seller, BI, and 5AC have agreed to:
Property 1 - $90,000 1st Mortgage in Canadian dollars
Address of Property: terrain coin boul. Xxxxx Xxxxxxxx et chemin de la
Canardiere
SELLER - Agent- Xxxxxx Xxxxxxxx- agent - 0000-0000 Xxxxxx Inc. - 0000, 0X Xxxxxx
Xxxxxx XX X0X 0X0- this agreement includes the following parcels:
See Exhibit A:
582-3PTIE
582-2PTIE
582-1PTIE
582-54PTIE
582-53PTIE
582-52PTIE
582-51PTIE - Parcel 1S, 1H, 2A
582-50PTIE
582-49PTIE
582-48PTIE
582-47PTIE
582-46PTIE
Property 2 - $125,000 1st Mortgage in Canadian dollars
Address of Property: 000 xxxx. Xxx Xxxxxxxx, Xxxxxx, xxxxxxxx xx Xxxxxx, X0X0X0,
circonstances et dependences.
Representations: Income $2,000, Mortgage $900, tax $800, Ins. $150, all
representations are per month Canadian dollar
SELLER - Agent - Xxxxxx Xxxxxxxx - 0000-0000 Xxxxxx Inc. - 0000 0XXX Xxxxxx
Xxxxxx XX X0X 0X0 - this agreement includes the following parcels:
See Exhibit B
Property 3 - $573,000 1st Mortgage Canadian
Address of Property to be sold: 0000 Xxxxxxxxxx, Xxx0 Xxxxxx XX
Representations: Income $14,000, Mortgage $3,000, Tax $2,200, Elec. 2,000 all
representations are per month Canadian dollar
SELLER - Agent - Xxxxxx Xxxxxxxx - 0000-0000 Xxxxxx Inc.- 0000, 0X Xxxxxx Xxxxxx
XX X0X 0X0- this agreement includes the following parcels:
See Exhibit C
Property 4 - $127,000 1st Mortgage in Canadian dollars
Address of Property : 270 5eme rue, Quebec, province de Quebec, circonstances et
dependences
Representations: Income $5,000, Mortgage $1,500, Tax $1,000, Electric $400, Ins.
$100 all representations are per month Canadian dollars
SELLER - Agent - Xxxxxx Xxxxxxxx - 0000-0000 Xxxxxx Inc. - 0000 0XXX Xxxxxx
Xxxxxx XX X0X 0X0 - this agreement includes the following parcels:
See Exhibit D
The following share amounts will be distributed accordingly in exchange for the
property:
One certificate in the amount of 1,500,000:
1,500,000 - 0000-0000 Xxxxxx, Inc.
0000 0 Xxxxxx
Xxxxxx XX X0X 0X0
The following shares are to be issued in 15 certificates in the amount of
100,000 shares per certificate:
100,000 - Bezenet, Inc.
000 Xxxxxx Xxxxxxx Xx.
Xxxxx Xxxxx, XX 00000
In 15 certificates for a total of 1,500,000 shares.
The following shares are to be issued in several certificates in the following
amounts:
100,000 - Xxxx-Xxxx Xxxxxxxx
000, xxxx. Xxxx-Xxxxxxxx Xxxxx, Xxxxxx 0,
Xxxxxx XX X0X 0X0
100,000 - Xxxx-Xxxx Xxxxxxxx
000, xxxx. Xxxx-Xxxxxxxx Xxxxx, Xxxxxx 0,
Xxxxxx XX X0X 0X0
50,000 - Xxxx-Xxxx Xxxxxxxx
000, xxxx. Xxxx-Xxxxxxxx Xxxxx, Xxxxxx 0,
Xxxxxx XX X0X 0X0
250,000 - Xxxxxxx Xxxxx
00000 XX 00xx Xxxxx
Xxxxxxxx, XX 00000
1,500,000 - Xxxxxxx Xxxxx
00000 XX 00xx Xxxxx
Xxxxxxxx, XX 00000
For a total of 5 certificates in the total amount of 2,000,000 shares.
Continental Transfer Agent shall disperse the entire amount of the shares in the
manner described above, after the following criteria has been performed which
Sellers are obligated to perform upon closing:
a) Title of the 4 properties listed above are in the name of 5th Avenue
Channel Corp.
b) Verification of first mortgages, amounts which are in good standing,
including but not limited the approval by the banks holding the
mortgages that 5th Avenue Channel Corp. shall assume such mortgages.
c) Verification of Income and expenses that were represented on purchase
of sale.
Representations by seller. BI and Seller warrants and represents the following:
a. Seller is the owner of and has good and marketable title to the
abovementioned properties, free from all liabilities, liens, and
any and all other encumbrances.
b. Seller holds the ownership rights to the abovementioned property
including but not limited to any and all licenses.
c. To Seller's knowledge, Seller has complied with all laws, rules,
and regulations of the city, state, and federal governments.
d. Seller has paid all applicable social security, withholding,
sales, and unemployment insurance taxes to the city, state, and
federal governments to date.
e. Seller has entered into no contract to sell, or license the
abovementioned property or any portion thereof.
f. Seller has entered into no contracts relating to the
abovementioned property. There are no judgments, liens, actions,
or proceedings pending against Seller in any court.
Jurisdiction. This Agreement, its interpretation, performance or any breach
thereof, shall be construed in accordance with, and all questions with respect
thereto shall be determined by, internal, substantive laws in the State of
Florida, County of Dade. If either party employs attorneys to enforce any right
or claim arising out of or relating to this Agreement, the prevailing party
shall be entitled to recover reasonable attorney's fees, in arbitration,
litigation or otherwise.
Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which together shall be deemed the
same Agreement.
Headings. Section headings are for convenience only and are not a part of the
Agreement.
No Reliance. No party hereto has relied on any statement, representation or
promise of any other party or with any other officer, agent, employee or
attorney for the other party in executing this Agreement except as expressly
stated herein.
Presumptions. In resolving any dispute or construing any provision hereunder,
there shall be no presumptions made or inferences drawn (i) because the
attorneys for one of the parties drafted the agreement, (ii) because of the
drafting history of the agreement; or (iii) because of the inclusion of a
provision not contained in a prior draft, or the deletion contained in a prior
draft.
Severability. In the event any provision of this Agreement shall for any reason
be held to be invalid, illegal or enforceable in any respect, the remaining
provision shall remain in full force and effect.
Waiver. No waiver of any breach of any provision of this Agreement shall
constitute a waiver of any prior, concurrent or subsequent breach of the same of
any other provisions hereof, and no waiver shall be effective unless made in
writing and signed by an authorized representative of the waiving party.
/s/ XXXXXX XXXXXXXXX /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxxx, President Xxxxxx Xxxxxxxx, President
Bezenet, Inc. Quebec, Inc.
(Seller - Representative with power of
attorney to sign on behalf of all
companies represented in this agreement.)
/s/ XXXX XXXXXXXXX
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Xxxx Xxxxxxxxx, Vice President
5th Avenue Channel Corp.
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Witness Witness
