Exhibit 2.1
Definitive Agreement
Between:
First party:
TransAmerican Holdings, Inc., the head office of which is located
at 9601 Wilshire Blvd. Suite 620, Beverly Hills, CA 90210, United
States of America.
Second party:
Shaden Al-Khaleej Est. ("The Company"), represented by its
delegated engineer Hassan Abul Faraj Osman, electing domicile at
Riyadh, El Takhassosi St., P.O. Box 61096, Saudi Arabia Kingdom
11565.
Whereas first party is a U.S. public company listed on the
OTC Bulletin Board on Nasdaq and desire to accept the offer of
the second party for acquiring control in the company that
exercises its commercial activities under the name of Shaden Al-
Khaleej Est.
Whereas the second party, a commercial Saudi establishment
dealing with the communication, building Construction and
enterprises, registered at the Saudi commercial register under N
1010173585 dated 14/11/1422 H, electing in the Saudi Arabic
Kingdom a place for exercising its commercial business, in order
to be able to extend its commercial activities and implement its
obligations and enterprises resulted from signing business
contracts with third parties inside the Saudi Arabic Kingdom, the
owner of which desires to sell a part of his shares to the first
party according to the following conditions.
Therefore,
It has been mutually and fully agreed upon between the two
parties the following:
Article One:
The above-mentioned paragraphs shall form an integral and
complimentary part of the agreement.
Article Two:
The second party will transfer a part of his shares is the
Company equaling to 51% of the shares of the Company in favor of
the first party.
Article Three:
The first party agrees to acquire 51% of the shares of the
Company from the second party upon its review of the Company's
balance sheet up to 31-12-2001 and agrees to issue (1,683,528)
shares in favor of the second party equaling to 51% of the second
party company immediately upon the transfer of the shares made by
the second party in the name of the first party according to the
laws in force inside the Saudi Arabia Kingdom.
Article Four:
The second party declares that its company is acting within the
laws and regulations in force inside the Saudi Arabia Kingdom,
that it is not bounded by any material liabilities, infringements
or any obligations toward third parties of whatsoever kind and
that it has never and previously sold any of the Company's shares
to third parties and that no legal actions are introduced by
third parties against the Company, no pledge or mortgage
indications or claims are made against the Company.
Article Five:
It is mutually agreed between the two parties that the present
agreement is conditional upon the execution of each party of its
above-mentioned obligations.
Article Six:
The second party declares that its Company deals with the
communications sector of which significant profits were
generated, which enabled the Company to extend its activities to
other available sectors within the Saudi Arabia Kingdom and it is
anticipated that such activities shall generate large profits,
that the Company has signed business and works contracts with
third parties and it needs in view of executing such contracts
cash money in the form of loans or as per ownership agreement for
increasing the company's capital, i.e. (2,000,000) two million
Saudi Riyals, equivalent to approximately ($700,000) seven
hundred thousand U.S. dollars at the first phase and in the
second phase ($1,050,000) one million fifty thousand U.S.
dollars.
Article Seven:
It has been agreed between the two parties that the first party
shall provide the first amount fixed at ($700,000) seven hundred
thousand U.S. dollars from its own resources within at least
three months from the signing date of this Agreement in order to
enable the second party to execute the signed contracts with
third parties and realize the forecasted profits.
Article Eight:
Both parties agree to consider the amount paid by the first
party, mentioned in article seven of the present agreement, as an
advance payment of the partnership and agree that each one of
them settle the amount proportionally to their shares in the
company according to an Agreement with the first party's company
that specifies the settlement method regarding the installments,
period and due interests on the loan as from the date of its
payment till the final settlement.
Article Nine:
Second party agrees to settle its part of the load in favor of
the first party according to the agreement stipulated in article
eight here above which shall be executed upon obtaining the loan.
It further agrees that in case it fails to settle in cash the
above-mentioned loan at the fixed date, it shall give to the
first party a number of shares equivalent to its due loan's part
and to determine the value part according to its effective value
on its due time.
Article Ten:
The second party declares that its Company is acting according to
the principles and laws, that it is run by professionally trained
staff specially appointed for such purpose and that the
administration is on its full responsibility, that he is
continuing to administer and supervise the undertakes to do all
the effort and cares for the success of the Company's business
and realizing its objectives. He declares that the company is
keeping the accounting records according to the accountability
and financial principles applied in the Saudi Arabia Kingdom. At
such time, the controlling ownership is held by TransAmerican
Holdings Inc. then the Company must comply with U.S. Generally
Accepted Accounting Principles (GAAP) for all accounting and
financial record keeping.
Article Eleven:
Both parties agree that in case of any losses occurred in the
Company in virtue of the second party management, either
resulting from the negligence or mismanagement, the first party
shall have the right directly manage in the Company's day to day
operations without any objection from the second party from its
staff in order to put an end to such losses and to discover the
disorder situation, to rectify the management activity and duly
conduct its business at the discretion of the first party either
by making a replacement of the staff or appointing adequate
staff.
Article Twelve:
The first party shall have the right any time at its own
discretion to review the regularity and accountability of the
Company's books, to make the control on its acts and review all
the financial papers, the income accounts, general expenses and
the banks accounts without any objection of whatsoever kind from
the second party.
Article Thirteen:
The second party undertakes to not burden its Company by any
mortgage, security, guarantee or loans without the prior written
agreement of the first party.
Article Fourteen:
The second party shall provide the first party with monthly
statements and reports about the Company's activities and
business, within (15) days of each month's end.
Article Fifteen:
Both parties undertake to not sell their shares in the second
party's Company to third parties than after the other party's
approval which shall have the priority right of purchase without
any other concurrent.
Article Sixteen:
It is mutually agreed by the two parties that the general
Company's policies shall be made by the two parties and the
second party shall duly execute such policies.
Article Seventeen:
Periodic meetings shall be made between the two parties once
every three months for the deliberation and reviewing of the
Company's business and its present and future situation, and at
any time it is necessary for treating any pending matter which
needs decisions to be signed between the two parties for
rendering such decisions as executable.
Article Eighteen:
The net profits upon deductions of all the expenses shall be
distributed between the two parties as per the proportion of
their shares in the Company. A portion or all such profits shall
be appropriate for the expansion of the Company's activity and
business.
Article Nineteen:
It is expressly agreed between the two parties that upon the
obtaining by the second party and signing new business contracts
with third parties, the execution of which shall require
financing, this later shall undertake to submit it to the first
party that shall have the right to finance it upon its studying
and consent or to refuse it.
Article Twenty:
The second party shall receive for the Company's management a
monthly salary fixed at (US $ 5000 Five Thousand US Dollars)
inclusive of all other allowances.
Article Twenty-One:
In case of any reason leading to the Company's business cessation
emanating from a force major or any practical circumstances that
prevent the Company's continuation or if any party desires to
purchase the shares of the other party and to run the Company's
business under its own control and management, an agreement shall
be made upon the consent of both parties.
Article Twenty-Two:
In case of any dispute between the two parties that leads to the
Company's business cessation, and in the lack of the agreement,
the Company shall be liquidated according to the legal principles
that govern the provisions of the companies in the Saudi Arabia
Kingdom.
Article Twenty-Three:
Both parties may have the right to establish an annex to the
present agreement in case the business circumstances and the
common interest requires that.
Article Twenty-Four:
The tribunals of the State of California, U.S.A. shall be
competent to settle any dispute which may arise between the
parties concerning the interpretation of any of the agreement
articles.
Article Twenty-Five:
This agreement is made on two original copies, one copy for each
party to serve when necessary.
First party Second party
TransAmerican Holdings, Inc. Shaden Al-Khaleej Est.
Represents by: Represents by:
/s/ Najib Choufani /s/ Hassan Osman
NAJIB CHOUFANI Eng. HASSAN OSMAN