Exhibit 2.1
Definitive Agreement
Between:
First party: TransAmerican Holdings, Inc.
Its head office at 9601 Wilshire Blvd., Suite 620, Beverly Hills,
California 90210, United States of America.
Second party: Dr. Hilmi Kaseem Al Turky.
Its head office at L'Emir Sultan Str. Nay Al Salama, Jedda,
Kingdom of Saudi Arabia. And Mr. Saeb Al Houssary, residing at
Corniche Al Manara, near Lahoya Suite, Beirut, Lebanon.
Whereas the first party is a U.S. public company listed on the
OTC Bulletin Board on Nasdaq and wishes to accept the offer in
participating in a tourist project owned by the second party in
Sahel Alma, Kesrwan, Lebanon.
And whereas the second party is a group that possesses a tourist
project located in Sahel Alma, Kesrwas as per an agreement signed
on July 18, 2002 and signed between engineer Assia Daher, in his
capacity as General Manager of Daher for Engineering and Trade
s.a.l. ("Company") and by proxy of Assia Youssef Jeiwan, as first
party, and Mr. Saeb Wadih Al Houssary as second party, and both
wish to cooperate with the first party according to the article
below.
Whereas both parties had already signed a ("Letter of intent")
for a contract dated July 2, 2002, where they agreed, especially
in Article 3 of it to execute a detailed contract for the project
of the second party.
Therefore,
It has been convened by mutual consent on the following:
First: The above-mentioned paragraphs are an integral
part of this agreement and completes it.
Second: The second party engages according to the Letter
of Understanding signed on July 2, 2002 linked to
an original agreement signed on June 13th 2002 to
perform the following:
The second party, immediately upon signing the
formal contract of its ownership of the tourist
project, shall buy the shares of TransAmerican
Holdings Inc. conditioned by the amount of
($300,000) Three Hundred Thousand U.S. Dollars.
The first party, after examining and doing all
required obligations as of the survey, the
estimations and the conveyance deeds and after the
second party buys the aforesaid shares mentioned
in article 2, shall pay the amount of ($100,000)
One Hundred Thousand U.S. Dollars as a down
payment to buy 51% of the project, provided that
it pays the remaining sum, which is ($2,100,000)
Two Million One Hundred Thousand U.S. Dollars
within three months of the date of signing the
purchase deed and that the second party abides by
its contracting obligations.
Third: After each party executes its obligations as
agreed on the aforesaid paragraph, the ownership
shares of the tourist project shall be distributed
as follows:
TransAmerican Holdings Inc. 51% First Party
Dr. Hilmi Kaseem Al Turky
and Mr. Saeb Al Houssary 49% Second Party
Fourth: The second party engages to manage the project and
its activities at their full responsibility for
ownership in the project.
Fifth: It is expressly agreed between both parties that
the second party cannot sell or dispose or assign
its shares in the ownership of the tourist project
unless the whole tourist project is sold entirely
with the consent of the first party. And every
conduct contrary to this from the side of the
second party shall be considered as a breach of
the contract and shall lead to loss and damage
rights to other party.
Sixth: Immediately after both parties commence ownership
of the tourist project according to the shares
described in article three of this agreement, the
second party engages to achieve the project and
equip it with furniture and make it ready to be a
successful tourist place.
Seventh: The amounts required to complete the project, the
equipment, the furniture and other, which are
estimated to be ($1,000,000) One Million U.S.
Dollars approximately can be provided from local
or non-local financial resources or thought the
company of the first party according to an
independent agreement in writing signed by both
parties.
Eighth: The second party manages the project at its full
responsibility, provided that its management to
the project be according to the laws and
regulations in force, which govern the tourist
projects. The second party engages to do its best
in order to make the project successful and to
achieve the foreseen aim of it and also to obtain
all required permits from the official
authorities.
Ninth: The second party have the right to hire the
employees and workers without referring to the
first party except for the General Manager and the
Chief Auditor, their appointment requiring the
written approval of the first party.
Tenth: The second party must abide by the legal
accounting procedures and duly hold the accounting
registers according to U.S. Generally Accepted
Accounting Principles (GAAP) for all accounting
and financial regulations. The second party is
also obliged to pay all official financial dues,
such as taxes, financial fees and municipality
fees and others (on behalf of the company).
Eleventh: The first party is entitled at any time and
without any prior notice to examine all records
and books of the project, and of all the
accounting and to check them, and also check the
works of the project. It can also check and
examine the financial papers related to the
project, the scriptures, and evidenced notices at
any time, as well as it has the right to examine
the accounts of income, expenses, cost, banks and
agents accounts. The first party shall have the
right to directly manage in the tourist project
day to day operations in case of losses in the
project or failures in the management and the
accounting systems in order to remedy them and
avoid further losses. In case losses are repeated
for more than one year the first party is entitled
to replace the board of management or to appoint a
new competent management team in order to
safeguard the rights of the parties and without
any opposition of the second party.
Twelfth: Both parties have the right by mutual consent to
make any amendments or modifications in the design
or in the use or in building, and in works and
that jointly.
Thirteenth: It is expressly agreed between both parties that
the benefits arising from managing the project
shall be distributed between themselves each year
at their respective shares in the ownership of the
project, or the benefits shall be used by mutual
consent to extend the project activities.
Fourteenth: The second party shall provide to the first party
with periodical statements and monthly reports
within (15) days of month-end, about the project
activities and the results.
Fifteenth: The second party is not entitled to mortgage or
secure its shares in the project to third parties
neither can it borrow money from third parties or
issue any guarantees or accept any charges or
obligations without referring to the first party
and take its written consent.
Sixteenth: Periodical meetings are held between both parties
one month or each three months in order to review
and examine all the projects works, results and to
treat any pending problems or to treat any
problems that need decisions to be implemented.
Seventeenth: Both parties can by a total and common agreement
take the decision to sell or operate or
transforming it in an investment entity or in any
other producing entity that guarantees the
interests of both parties.
Eighteenth: If there are financial conditions obliging the
first parties to sell all or part of its shares in
the aforesaid project to third parties, then the
first party must inform the second party by a
registered written letter with acknowledgement of
receipt, so that this letter has the priority upon
others in buying according to contract prepared
for this purpose.
Nineteenth: The courts of the State of California, United
States of America shall be competent authority to
examine any conflict arising from the
interpretation of any article of this agreement.
Twentieth: This agreement was executed on two copies, one
copy for each party, to be used whenever needed.
First Party Second Party
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TransAmerican Holdings, Inc.
/s/ Hilmi K. Al Turky
_____________________________
/s/ Najib Choufani Dr. Hilmi Kaseem Al Turky
________________________
Najib Choufani
/s/ Saeb Al Houssary
_____________________________
Mr. Saeb Al Houssary