SHARE EXCHANGE AGREEMENT
Agreement made and entered in multiple parts on this 15th day of April,
2002, by and between Digitran Systems, Incorporated a Delaware corporation
("DSI") c/o of Robert H. Jaffe & Associates, 8 Mountain Avenue, Springfield,
New Jersey 07081 with the Estate of Loretta Trevers ("Trevers Estate") by and
through Stuart Reeves, its Personal Representative, of P. 0. Box 540301, North
Salt Lake City, Utah 84054 to complete the within share exchange as
hereinafter described in Salt Lake County, State of Utah. Whenever both
parties are collectively referred to in this Agreement, they shall be
designated as the "Parties".
RECITALS:
WHEREAS, DSI is a public entity and has a fully owned subsidiary known
as Digitran Incorporated ("DI") which it would like to exchange with the
Trevers Estate for an approximate 9% of the shares of Digitran Simulation
Systems, Inc. ("DSSI");
WHEREAS, DSSI is substantially owned by the Loretta Trevers Estate,
which has agreed to convey approximately 9% or 90 shares of DSSI to DSJ in
exchange for the 1,000 shares of DI. held by DSI;
WHEREAS, as a result of the foregoing described share exchange
transactions, DSI would own 9% ofDSSI being 90 shares and the Trevers Estate
would own 100% of Digitran, Inc. shares, being 1,000 shares.
NOW THEREFORE, the parties mutually agree and covenant as follows:
Section 1.0. Consideration. This Agreement is fully and adequately
supported by the share exchange described herein; and, independently, by the
mutual covenants and undertakings set-out in this Agreement.
Section 2.0. Share Transfers. Upon the terms and subject to conditions
of this Agreement, and in accordance with the corporate law of the state of
incorporation of each of the corporate entities where shares are being
exchanged, the parties shall effect the following share transfers at closing;
2.1 DSI will convey in fully negotiable form the 1,000 restricted
shares of Digitran, Inc. currently held by it to the Trevers
Estate, or to such individual or individual members of the Trevers
Estate as shall be designated at closing in writing by the
Personal Representative of such estate.
2.2 In exchange for the foregoing tender, and as a condition thereof
at closing, the Trevers Estate shall deliver properly endorsed and
fully negotiable restricted stock certificates for 90 shares of
DSSI, constituting not less than 9% of the issued and outstanding
shares of such corporation to and in the name of Digitran Systems,
Inc.
Section 3.0. Closing.
3.1 The closing for this share exchange shall occur on or before
April 29, 2002 by the mutual tender to each Party by mail of the
respective exchange shares at the address indicated below. If the
actual exchange takes place after April 29, 2002, the Parties
shall treat this transaction retroactively as if it has been
closed on or before April 29, 2002.
3.2 In the event that the exchanged shares do not facially appear to
meet the requirements of this Agreement, the Parties shall notify
each other in writing and both Parties shall then have ten
business days in which to correct any deficiency in the tender of
shares so that the closing may be completed. Failing the
resolution within such time by the Parties, the Parties shall
return the respective shares in the manner described in paragraph
3.1 to each party tendering such shares for the closing purposes
and deem that this Agreement was not closed and is fully
rescinded and terminated.
3.3 The Parties to this Agreement may mutually modify any date or
term of closing as they shall mutually agree upon, provided that
any such modification shall be memorialized in a writing and
attached as an Addendum to this Agreement.
Section 4.0. Representations and Undertaking of the Parties:.
4.1 Each Party represents and agrees that the share transfer
described herein does not require any shareholder approval of the
issuing entities as this exchange is deemed a private share
transfer between individual shareholders.
4.2 Each Party to this Agreement fully represents and asserts that
they are intimately familiar with the management, business,
accounting and related affairs of each of the corporate entities
whose shares are being exchanged and have had access to and time
to review all books, records and information concerning such
entity and waive any requirement of further disclosure or due
diligence. Further, each Party receiving shares represents that
they are a sophisticated business investor as relates to the
subject share exchanges and do not require any further securities
disclosure or other information concerning the companies whose
shares they are acquiring or disposing under the terms of this
Exchange.
4.3 Each Party receiving shares understands and represents that the
shares that they are receiving are restricted securities which
have not been registered; that they are fully familiar with the
terms and limitations applicable to restricted securities; that
they have had an opportunity to discuss with their own counsel
the nature of restricted securities; and that they are fully
agreeable and accept the restricted securities being exchanged as
part of this Agreement and do so without any commitment or
representation of tradeability or registration rights as to such
securities.
4.4 Each Party hereto further agrees and recognizes that all of the
entities involved other than Digitran Systems, Inc., are
privately held corporations and do not have public markets and
are not likely in the future to have public markets developed.
4.5 All parties hereto recognize Stuart Reeves as the duly appointed
and designated Personal Representative of the Estate of Loretta
Trevers, deceased, and that he has full and exclusive capacity
and power to exchange and convey shares issued in the name of
Loretta Trevers or her estate, or any designated heir, and that
he is doing so for and on behalf of the heirs of such estate and
may act without specific further authorization, endorsement or
writing from such heirs.
4.6 It is further understood and agreed by all Parties to this
Agreement that DI is a wholly owned subsidiary of DSI which has a
negative net worth.
4.7 All Parties to this Agreement represent that there are no liens,
encumbrances, adverse claims of ownership or other rights or
entitlements as to the stock being exchanged which would require
consent, approval or release of any third Party for the
conveyances of such shares in this exchange and represent and
warrant title to such shares to the Party receiving the exchange
shares from liens, or encumbrances and adverse claims.
4.8 Each Party to this Agreement further warrants to all other
Parties that there are no agreements, procedures, governmental
approvals or any other requirements to be completed, to the best
of their knowledge, for the closing and completion of the
exchange of shares described by this Agreement and that such
exchange does not require any further compliance with law or
regulation.
4.9 Each Party to this Agreement warrants and represents to the other
Parties that they are not aware of any adverse claims, material
legal or administrative proceedings, lawsuits or substantial
accounting or business changes which would adversely affect any
of the companies for which shares are being exchanged which has
not been fully and completely disclosed to the other parties to
this Agreement. Further, each Party further agrees that they will
not engage in any actions or proceedings which would
be adverse to the value or interest acquired by 'any other Party
in the shares exchanged and will act with good faith to complete
this exchange and to preserve value in such shares between the
Parties, both before and after Closing.
4.10 Each Party represents that they are acquiring the shares
exchanged for investment purpose only and not with a view to
resell or distribution.
4.11 No exchange of shares hereunder will violate any statute, rule or
regulation or require the consent or participation of any other
Party so far as known by any of the Parties to this share
exchange.
Section 5.0. Notices. Any notice or other communications required or
permitted hereunder shall be given in writing and shall be delivered
personally, sent by certified or registered mail or other equivalent proven
means of delivery at the address set forth below
If to Trevers Estate:
Stuart Reeves, Personal Representative
P.0. Box 540301
North Salt Lake, UT 84054
If to Digitran Systems, Inc.:
c/o Scott Lybert, Secretary
205 West 88008 South
P.O. Box 91
Paradise, UT 84320
cc: Quentin R. Casperson
80 Thomas Court
Logan,UT 84321
Section 6.0. Miscellaneous.
6.1 Assignment. This Agreement and all provisions herewith shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors, legal representatives and permitted
assigns, but neither this Agreement nor any of the rights,
interests or obligations under it shall be assigned by any of the
Parties without the prior written consent of the other Party.
6.2 Complete Agreement. This Agreement contains the entire
understanding of the parties and the described related
transactions and supersedes all prior arrangements or
understandings with respect thereto, and there are no
restrictions, agreements, promises, representations, warranties,
covenants or undertakings other than those expressly set forth in
this Agreement.
6.3 Modifications Amendments and Waivers. At any time prior to
Closing: (a) all parties hereto may, by written agreement, modify,
amend or supplement any term or provision of this Agreement; and
(b) any term or provision of this Agreement may be waived by
written agreement of the Party which is entitled to the benefits
thereof. Otherwise this writing shall not be amended or subject
to parol evidence and is a final integrated Agreement.
6.4 Invalid Provisions. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under any present or future
law, and if the rights or obligations of any Party hereto under
this Agreement will not be materially and adversely affected
thereby: (a) such provision will be fully severable; (b) this
Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part
hereof; and (c) the remaining provisions of this Agreement wilt
remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance
therefrom.
6.5 Governing Law. This Agreement shall be governed by the laws of
the State of Utah (regardless of the laws that might be
applicable under principles of conflicts of law) as to all
matters, including but not limited to, matters of validity,
construction, effect and performance.
6.6 Survival of Covenants. The covenants and undertaking of the
Parties to this Agreement shall survive closing and remain
binding upon the respective Party.
6.7 Action at Law Equity. Should any term or provision of this
Agreement be violated and an action brought for enforcement at
law or at equity, the prevailing Party shall be entitled to all
reasonable costs of court and attorney fees.
6.8 Authorized Signatory. Each Party to this Agreement signing on
behalf of a corporate entity represents that he has been fully
and duly authorized to enter into and execute this Agreement
pursuant to resolution of the governing board of such corporation
and the individual Personal Representative signing this Agreement
represents that he is acting for and within his capacity and
charge as a Personal Representative of the Estate of Loretta
Trevers.
LORETTA TREVERS ESTATE DIGITRAN SYSTEMS, INC.
By:______________________________ By:____________________________
Stuart Reeves Quentin Casperson
Personal Representative President