EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT, dated as of February 14, 2006 (the "Agreement")
by and between AZUR HOLDINGS, INC., a Delaware corporation ("AHI"), and AZUR
INTERNATIONAL, INC., a Nevada corporation ("AII").
WHEREAS, AII owns (a) 2,000 shares of common stock (the "GSLI Stock") of
The Grand Shell Landing, Inc., a Mississippi corporation ("GSLI"), constituting
all of the issued and outstanding capital stock of GSLI, and (b) 7,500 shares of
common stock (the "ASLR Stock") of Azur Shell Landing Resort, Inc., a
Mississippi corporation ("ASLR"), constituting 75% of the issued and outstanding
common stock of ASLR, there being no shares of any other class or series of
capital stock of ASLR outstanding;
WHEREAS, AII believes it is in its best interest to exchange all of the
GSLI Stock and ASLR Stock owned by AII for newly issued shares of Common Stock,
par value $.0001 per share, of AHI ("AHI Shares") and AHI's assumption of
certain indebtedness of AII set forth on Exhibit A attached hereto (the "AII
Debt"), and AHI believes it is in its best interests to acquire the GSLI Stock
and ASLR Stock and assume the AHI Debt in exchange for AHI Shares, upon the
terms and subject to the conditions set forth in this Agreement; and
WHEREAS, it the intention of the parties that said exchange shall qualify
as a transaction in securities exempt from registration or qualification under
the Securities Act of 1933, as amended and in effect on the date of this
Agreement (the "Securities Act").
NOW, THEREFORE, in consideration of the mutual terms, conditions and other
agreements set forth herein, the parties hereto hereby agree as follows:
ARTICLE I
EXCHANGE OF SHARES FOR COMMON STOCK
Section 1.1 Agreement to Exchange. On the Closing Date (as hereinafter
defined) and upon the terms and subject to the conditions set forth in this
Agreement, AII shall sell, assign, transfer, convey and deliver the GSLI Stock
and the ASLR Stock, to AHI, and AHI shall accept the GSLI Stock and ASLR Stock
and assume the AII Debt from AII in exchange for the issuance to AII of
25,236,773 AHI Shares.
Section 1.2 Capitalization. On the Closing Date, immediately before the
transactions to be consummated pursuant to this Agreement, (a) AHI shall have
authorized (i) 300,000,000 shares of Common Stock, par value $.0001 per share,
of which 100,120 shares shall be issued and outstanding (not including the AHI
Shares to be issued to AII), all of which are duly authorized, validly issued
and fully paid; and (ii) 5,000,000 shares of Preferred Stock, $.001 par value,
of which no shares are issued or outstanding; (b) GSLI shall have authorized
2,000 shares of Common Stock, par value $.01 per share, of which 100 shares are
issued and outstanding; and (c) ASLR shall have authorized 100,000 shares of
Common Stock, no par value, of which 10,000 shares are issued and outstanding.
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Section 1.3 Closing. The closing of the exchange to be made pursuant to
this Agreement (the "Closing") shall take place at 10:00 a.m. E.D.T. on the
first business day after the conditions to closing set forth in Articles V and
VI have been satisfied or waived, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date"), at the offices of Guzov
Ofsink, LLC, 600 Madison Avenue, 14th Floor, New York, New York 10022. At the
Closing, AII shall deliver to AHI the stock certificates representing 100% of
the GSLI Stock and 75% of the ASLR Stock, duly endorsed in blank for transfer or
accompanied by appropriate stock powers duly executed in blank. In full
consideration and exchange for the GSLI Stock and the ASLR Stock, AHI shall (a)
issue and deliver to AII a certificate for 25,236,773 AHI Shares, which together
with the other 50,336 AHI Shares held by AII represents approximately 99.8% of
the outstanding shares of capital stock of AHI giving effect to such issuance
and (b) execute and deliver to AII a debt assumption agreement in the form of
Exhibit B attached hereto..
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF AHI
AHI hereby represents, warrants and agrees as follows:
Section 2.1 Corporate Organization
a. AHI is a corporation duly organized, validly existing and in good
standing under the laws of Delaware, and has all requisite corporate power and
authority to own its properties and assets and to conduct its business as now
conducted and is duly qualified to do business in good standing in each
jurisdiction in which the nature of the business conducted by AHI or the
ownership or leasing of its properties makes such qualification and being in
good standing necessary, except where the failure to be so qualified and in good
standing will not have a material adverse effect on the business, operations,
properties, assets, condition or results of operation of AHI (an "AHI Material
Adverse Effect");
b. Copies of the Certificate of Incorporation and By-laws of AHI,
with all amendments thereto to the date hereof, have been furnished to AII, and
such copies are accurate and complete as of the date hereof. The minute books of
AHI are current as required by law, contain the minutes of all meetings of the
Board of Directors and shareholders of AHI from its date of incorporation to the
date of this Agreement, and adequately reflect all material actions taken by the
Board of Directors and shareholders of AHI.
Section 2.2 Capitalization of AHI. The authorized capital stock of AHI
consists of (a) 300,000,000 shares of Common Stock, par value $.0001 per share,
of which 100,120 shares are issued and outstanding, all of which are duly
authorized, validly issued and fully paid; and (b) 5,000,000 shares of Preferred
Stock, $.0001 par value, of which no shares are issued or outstanding. All of
the AHI Shares to be issued pursuant to this Agreement have been duly authorized
and will be validly issued, fully paid and non-assessable and no personal
liability will attach to the ownership thereof. As of the date of this Agreement
there are and as of the Closing Date, there will be, no outstanding options,
warrants, agreements, commitments, conversion rights, preemptive rights or other
rights to subscribe for, purchase or otherwise acquire any shares of capital
stock or any un-issued or treasury shares of capital stock of AHI.
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Section 2.3 Subsidiaries and Equity Investments. AHI has no subsidiaries
or equity interest in any corporation, partnership or joint venture.
Section 2.4 Authorization and Validity of Agreements. AHI has all
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by AHI and the consummation
by AHI of the transactions contemplated hereby have been duly authorized by all
necessary corporate action of AHI, and no other corporate proceedings on the
part of AHI are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby.
Section 2.5 No Conflict or Violation. The execution, delivery and
performance of this Agreement by AHI does not and will not violate or conflict
with any provision of its Articles of Incorporation or By-laws, and does not and
will not violate any provision of law, or any order, judgment or decree of any
court or other governmental or regulatory authority, nor violate or result in a
breach of or constitute (with due notice or lapse of time or both) a default
under, or give to any other entity any right of termination, amendment,
acceleration or cancellation of, any contract, lease, loan agreement, mortgage,
security agreement, trust indenture or other agreement or instrument to which
AHI is a party or by which it is bound or to which any of their respective
properties or assets is subject, nor will it result in the creation or
imposition of any lien, charge or encumbrance of any kind whatsoever upon any of
the properties or assets of AHI, nor will it result in the cancellation,
modification, revocation or suspension of any of the licenses, franchises,
permits to which AHI is bound.
Section 2.6 Consents and Approvals. No consent, waiver, authorization or
approval of any governmental or regulatory authority, domestic or foreign, or of
any other person, firm or corporation, is required in connection with the
execution and delivery of this Agreement by AHI or the performance by AHI of its
obligations hereunder.
Section 2.7 Absence of Certain Changes or Events. Since June 1, 2005:
a. AHI has operated in the ordinary course of business consistent
with past practice and there has not been any material adverse change in the
assets, properties, business, operations, prospects, net income or condition,
financial or otherwise of AHI. As of the date of this Agreement, AHI does not
know or have reason to know of any event, condition, circumstance or prospective
development which threatens or may threaten to have a material adverse effect on
the assets, properties, operations, prospects, net income or financial condition
of AHI;
b. Except for a reverse stock split effectuated in August 2005,
there has not been any declaration, setting aside or payment of dividends or
distributions with respect to shares of capital stock of AHI or any redemption,
purchase or other acquisition of any capital stock of AHI or any other of AHI's
securities; and
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c. there has not been an increase in the compensation payable or to
become payable to any director or officer of AHI.
Section 2.8 Investment Representation. (a) The GSLI Stock and the ASLR
Stock will be acquired hereunder solely for the account of AHI, for investment,
and not with a view to the resale thereof.
Section 2.9 Brokers' Fees. AHI does not have any liability to pay any fees
or commissions or other consideration to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement.
Section 2.10 Disclosure. This Agreement and any certificate attached
hereto or delivered in accordance with the terms hereby by or on behalf of AHI
in connection with the transactions contemplated by this Agreement, when taken
together, do not contain any untrue statement of a material fact or omit any
material fact necessary in order to make the statements contained herein and/or
therein not misleading.
Section 2.11 Survival. Each of the representations and warranties set
forth in this Article II shall be deemed represented and made by AHI at the
Closing as if made at such time and shall survive the Closing for a period
terminating on the second anniversary of the date of this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF AII
AII represents, warrants and agrees as follows:
Section 3.1 Corporate Organization.
a. AII is a corporation duly organized, validly existing and in good
standing under the laws of the state of Nevada and has all requisite corporate
power and authority to own its properties and assets and to conduct its business
as now conducted and is duly qualified to do business in good standing in each
jurisdiction in where the nature of the business conducted by AII or the
ownership or leasing of its properties makes such qualification and being in
good standing necessary, except where the failure to be so qualified and in good
standing will not have a material adverse effect on the business, operations,
properties, assets, condition or results of operation of AII (an "AII Material
Adverse Effect").
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b. Copies of the Certificate of Incorporation and By-laws of AII,
with all amendments thereto to the date hereof, have been furnished to AHI, and
such copies are accurate and complete as of the date hereof. The minute books of
AII are current as required by law, contain the minutes of all meetings of the
Board of Directors and shareholders of AII, and committees of the Board of
Directors of AII from the date of incorporation to the date of this Agreement,
and adequately reflect all material actions taken by the Board of Directors,
shareholders and committees of the Board of Directors of AII.
Section 3.2 Capitalization of GSLI and ASLR; Title to the GSLI Stock and
ASLR Stock. On the Closing Date, immediately before the transactions to be
consummated pursuant to this Agreement, (a) GSLI shall have authorized 2,000
shares of Common Stock, par value $.01 per share, of which 2,000 shares will be
issued and outstanding and (b) ASLR shall have authorized 100,000 shares of
Common Stock, no par value, of which 10,000 shares will be issued and
outstanding. The GSLI Stock are the sole outstanding shares of capital stock of
GSLI, and there are no outstanding options, warrants, agreements, commitments,
conversion rights, preemptive rights or other rights to subscribe for, purchase
or otherwise acquire any shares of capital stock or any un-issued or treasury
shares of capital stock of GSLI. The 7,500 shares of ASLR Stock being assigned
to AHI pursuant to this Agreement constitute 75% of the issued and outstanding
shares of capital stock of ASLR. There are no outstanding options, warrants,
agreements, commitments, conversion rights, preemptive rights or other rights to
subscribe for, purchase or otherwise acquire any shares of capital stock or any
un-issued or treasury shares of capital stock of ASLR.AII has good and
marketable title to all of the shares of the GSLI Stock and ASLR Stock being
assigned to AII pursuant to this Agreement, free of all liens and encumbrances.
Section 3.3 Authorization and Validity of Agreements. AII has all
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by AII and the consummation
of the transactions contemplated hereby have been duly authorized by all
necessary corporate action and no other corporate proceedings on the part of AII
are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby.
Section 3.4 No Conflict or Violation. The execution, delivery and
performance of this Agreement by AII does not and will not violate or conflict
with any provision of the constituent documents of AII, and does not and will
not violate any provision of law, or any order, judgment or decree of any court
or other governmental or regulatory authority, nor violate, result in a breach
of or constitute (with due notice or lapse of time or both) a default under or
give to any other entity any right of termination, amendment, acceleration or
cancellation of any contract, lease, loan agreement, mortgage, security
agreement, trust indenture or other agreement or instrument to which AII is a
party or by which it is bound or to which any of its properties or assets is
subject, nor result in the creation or imposition of any lien, charge or
encumbrance of any kind whatsoever upon any of the properties or assets of AII,
nor result in the cancellation, modification, revocation or suspension of any of
the licenses, franchises, permits to which AII is bound.
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Section 3.5 Investment Representation. (a) The AHI Shares will be acquired
hereunder solely for the account of AII, for investment, and not with a view to
the resale thereof.
Section 3.6 Brokers' Fees. AII does not have any liability to pay any fees
or commissions or other consideration to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement.
Section 3.7 Disclosure. This Agreement, the schedules hereto and any
certificate attached hereto or delivered in accordance with the terms hereby by
or on behalf of AII in connection with the transactions contemplated by this
Agreement, when taken together, do not contain any untrue statement of a
material fact or omit any material fact necessary in order to make the
statements contained herein and/or therein not misleading.
Section 3.8 Survival. Each of the representations and warranties set forth
in this Article III shall be deemed represented and made by AII at the Closing
as if made at such time and shall survive the Closing for a period terminating
on the second anniversary of the date of this Agreement.
ARTICLE IV
COVENANTS
Section 4.1 Certain Changes and Conduct of Business.
a. From and after the date of this Agreement and until the Closing
Date, AHI shall conduct its business solely in the ordinary course consistent
with past practices and, in a manner consistent with all representations,
warranties or covenants of AHI, and without the prior written consent of AII
will not, except as required or permitted pursuant to the terms hereof:
i. make any material change in the conduct of its businesses
and/or operations or enter into any transaction other than in the ordinary
course of business consistent with past practices;
ii. make any change in its Articles of Incorporation or
By-laws; issue any additional shares of capital stock or equity securities or
grant any option, warrant or right to acquire any capital stock or equity
securities or issue any security convertible into or exchangeable for its
capital stock or alter in any material term of any of its outstanding securities
or make any change in its outstanding shares of capital stock or its
capitalization, whether by reason of a reclassification, recapitalization, stock
split or combination, exchange or readjustment of shares, stock dividend or
otherwise;
iii. A. incur, assume or guarantee any indebtedness for
borrowed money, issue any notes, bonds, debentures or other corporate securities
or grant any option, warrant or right to purchase any thereof, except pursuant
to transactions in the ordinary course of business consistent with past
practices; or
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B. issue any securities convertible or exchangeable for debt
or equity securities of AHI;
iv. make any sale, assignment, transfer, abandonment or other
conveyance of any of its assets or any part thereof, except pursuant to
transactions in the ordinary course of business consistent with past practice;
v. subject any of its assets, or any part thereof, to any lien
or suffer such to be imposed other than such liens as may arise in the ordinary
course of business consistent with past practices by operation of law which will
not have an AHI Material Adverse Effect;
vi. acquire any assets, raw materials or properties, or enter
into any other transaction, other than in the ordinary course of business
consistent with past practices;
vii. enter into any new (or amend any existing) employee
benefit plan, program or arrangement or any new (or amend any existing)
employment, severance or consulting agreement, grant any general increase in the
compensation of officers or employees (including any such increase pursuant to
any bonus, pension, profit-sharing or other plan or commitment) or grant any
increase in the compensation payable or to become payable to any employee,
except in accordance with pre-existing contractual provisions or consistent with
past practices;
viii. make or commit to make any material capital
expenditures;
ix. pay, loan or advance any amount to, or sell, transfer or
lease any properties or assets to, or enter into any agreement or arrangement
with, any of its affiliates;
x. guarantee any indebtedness for borrowed money or any other
obligation of any other person;
xi. fail to keep in full force and effect insurance comparable
in amount and scope to coverage maintained by it (or on behalf of it) on the
date hereof;
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xii. take any other action that would cause any of the
representations and warranties made by it in this Agreement not to remain true
and correct in all material aspect;
xiii. make any material loan, advance or capital contribution
to or investment in any person;
xiv. make any material change in any method of accounting or
accounting principle, method, estimate or practice;
xv. settle, release or forgive any claim or litigation or
waive any right;
xvi. commit itself to do any of the foregoing.
b. From and after the date of this Agreement, AII will and will
cause each of GSLI and ASLR to:
i. continue to maintain, in all material respects, its
properties in accordance with present practices in a condition suitable for its
current use;
ii. file, when due or required, federal, state, foreign and
other tax returns and other reports required to be filed and pay when due all
taxes, assessments, fees and other charges lawfully levied or assessed against
it, unless the validity thereof is contested in good faith and by appropriate
proceedings diligently conducted;
iii continue to conduct its business in the ordinary course
consistent with past practices;
iv. keep its books of account, records and files in the
ordinary course and in accordance with existing practices; and
v. continue to maintain existing business relationships with
suppliers.
Section 4.2 Access to Properties and Records. AII shall afford AHI's
accountants, counsel and authorized representatives, and AHI shall afford to
AII's accountants, counsel and authorized representatives full access during
normal business hours throughout the period prior to the Closing Date (or the
earlier termination of this Agreement) to all of such parties' properties,
books, contracts, commitments and records and, during such period, shall furnish
promptly to the requesting party all other information concerning the other
party's business, properties and personnel as the requesting party may
reasonably request, provided that no investigation or receipt of information
pursuant to this Section 4.2 shall affect any representation or warranty of or
the conditions to the obligations of any party.
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Section 4.3 Negotiations. From and after the date hereof until the earlier
of the Closing or the termination of this Agreement, no party to this Agreement
nor its officers or directors (subject to such director's fiduciary duties) nor
anyone acting on behalf of any party or other persons shall, directly or
indirectly, encourage, solicit, engage in discussions or negotiations with, or
provide any information to, any person, firm, or other entity or group
concerning any merger, sale of substantial assets, purchase or sale of shares of
capital stock or similar transaction involving any party. A party shall promptly
communicate to any other party any inquiries or communications concerning any
such transaction which they may receive or of which they may become aware of.
Section 4.4 Consents and Approvals. The parties shall:
i. use their reasonable commercial efforts to obtain all
necessary consents, waivers, authorizations and approvals of all governmental
and regulatory authorities, domestic and foreign, and of all other persons,
firms or corporations required in connection with the execution, delivery and
performance by them of this Agreement; and
ii. diligently assist and cooperate with each party in
preparing and filing all documents required to be submitted by a party to any
governmental or regulatory authority, domestic or foreign, in connection with
such transactions and in obtaining any governmental consents, waivers,
authorizations or approvals which may be required to be obtained connection in
with such transactions.
Section 4.5 Public Announcement. Unless otherwise required by applicable
law, the parties hereto shall consult with each other before issuing any press
release or otherwise making any public statements with respect to this Agreement
and shall not issue any such press release or make any such public statement
prior to such consultation.
Section 4.6 Stock Issuance. From and after the date of this Agreement
until the Closing Date, neither AHI shall not issue and AII shall cause each of
GSLI and ASLR not to issue, any additional shares of its capital stock.
Section 4.7 Notwithstanding anything to the contrary contained herein, it
is herewith understood and agreed that both AII and AHI may enter into and
conclude agreements and/or financing transactions as the same relate to and/or
are contemplated by any separate written agreements either: (a) annexed hereto
as exhibits; or (b) entered into by AHI with AII executed by both parties
subsequent to the date hereof. These Agreements shall become, immediately upon
execution, part of this Agreement and subject to all warranties, representations
and conditions contained herein.
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ARTICLE V
CONDITIONS TO OBLIGATIONS OF AII
The obligations of AII to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, at or before the Closing Date, of the
following conditions, any one or more of which may be waived by both AII in its
sole discretion:
Section 5.1 Representations and Warranties of AHI. All representations and
warranties made by AHI in this Agreement shall be true and correct on and as of
the Closing Date as if again made by AHI as of such date.
Section 5.2 Agreements and Covenants. AHI shall have performed and
complied in all material respects to all agreements and covenants required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date.
Section 5.3 Consents and Approvals. Consents, waivers, authorizations and
approvals of any governmental or regulatory authority, domestic or foreign, and
of any other person, firm or corporation, required in connection with the
execution, delivery and performance of this Agreement shall be in full force and
effect on the Closing Date.
Section 5.4 No Violation of Orders. No preliminary or permanent injunction
or other order issued by any court or governmental or regulatory authority,
domestic or foreign, nor any statute, rule, regulation, decree or executive
order promulgated or enacted by any government or governmental or regulatory
authority, which declares this Agreement invalid in any respect or prevents the
consummation of the transactions contemplated hereby, or which materially and
adversely affects the assets, properties, operations, prospects, net income or
financial condition of AHI shall be in effect; and no action or proceeding
before any court or governmental or regulatory authority, domestic or foreign,
shall have been instituted or threatened by any government or governmental or
regulatory authority, domestic or foreign, or by any other person, or entity
which seeks to prevent or delay the consummation of the transactions
contemplated by this Agreement or which challenges the validity or
enforceability of this Agreement.
Section 5.5 Assignment Agreements and Allocation Agreement. AHI shall have
executed and delivered to AII assignment and assumption agreements in form and
substance reasonably acceptable to AII with respect to those employees of, or
consultants or vendors to AII, as to which the parties may agree. In addition,
AHI shall have executed and delivered to AII an expense allocation agreement in
the form of Exhibit C attached hereto (the "Allocation Agreement").
Section 5.6 Other Closing Documents. AII shall have received such other
certificates, instruments and documents in confirmation of the representations
and warranties of AHI or in furtherance of the transactions contemplated by this
Agreement as AII or its counsel may reasonably request.
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ARTICLE VI
CONDITIONS TO OBLIGATIONS OF AHI
The obligations of AHI to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, at or before the Closing Date, of the
following conditions, any one or more of which may be waived by AHI in its sole
discretion:
Section 6.1 Representations and Warranties of AII. All representations and
warranties made by AII in this Agreement shall be true and correct on and as of
the Closing Date as if again made by AII on and as of such date.
Section 6.2 Agreements and Covenants. AII shall have performed and
complied in all material respects to all agreements and covenants required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date.
Section 6.3 Consents and Approvals. All consents, waivers, authorizations
and approvals of any governmental or regulatory authority, domestic or foreign,
and of any other person, firm or corporation, required in connection with the
execution, delivery and performance of this Agreement, shall have been duly
obtained and shall be in full force and effect on the Closing Date.
Section 6.4 No Violation of Orders. No preliminary or permanent injunction
or other order issued by any court or other governmental or regulatory
authority, domestic or foreign, nor any statute, rule, regulation, decree or
executive order promulgated or enacted by any government or governmental or
regulatory authority, domestic or foreign, that declares this Agreement invalid
or unenforceable in any respect or which prevents the consummation of the
transactions contemplated hereby, or which materially and adversely affects the
assets, properties, operations, prospects, net income or financial condition of
AHI, taken as a whole, shall be in effect; and no action or proceeding before
any court or government or regulatory authority, domestic or foreign, shall have
been instituted or threatened by any government or governmental or regulatory
authority, domestic or foreign, or by any other person, or entity which seeks to
prevent or delay the consummation of the transactions contemplated by this
Agreement or which challenges the validity or enforceability of this Agreement.
Section 6.5 Assignment Agreements and Allocation Agreement. AII shall have
executed and delivered to AHI assignment and assumption agreements in form and
substance reasonably acceptable to AHI with respect to those employees of, or
consultants or vendors to AII, as to which the parties may agree. In addition,
AII shall have executed and delivered to AHI Allocation Agreement.
Section 6.6. Other Closing Documents. AHI shall have received such other
certificates, instruments and documents in confirmation of the representations
and warranties of AII or in furtherance of the transactions contemplated by this
Agreement as AHI or its counsel may reasonably request.
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ARTICLE VII
TERMINATION AND ABANDONMENT
SECTION 7.1 Methods of Termination. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned at any time before the
Closing:
a. By the mutual written consent of AII and AHI;
b. By AHI, upon a material breach of any representation, warranty,
covenant or agreement on the part of AII set forth in this Agreement, or if any
representation or warranty of AII shall become untrue, in either case such that
any of the conditions set forth in Article VI hereof would not be satisfied (an
"AII Breach"), and such breach shall, if capable of cure, has not been cured
within ten (10) days after receipt by the party in breach of a notice from the
non-breaching party setting forth in detail the nature of such breach;
c. By AII, upon a material breach of any representation, warranty,
covenant or agreement on the part of AHI set forth in this Agreement, or, if any
representation or warranty of AHI shall become untrue, in either case such that
any of the conditions set forth in Article V hereof would not be satisfied (an
"AHI Breach"), and such breach shall, if capable of cure, not have been cured
within ten (10) days after receipt by the party in breach of a written notice
from the non-breaching party setting forth in detail the nature of such breach;
d. By either AHI or AII, if the Closing shall not have consummated
before ninety (90) days after the date hereof; provided, however, that this
Agreement may be extended by written notice of either AII or AHI, if the Closing
shall not have been consummated as a result of AHI or AII having failed to
receive all required regulatory approvals or consents with respect to this
transaction or as the result of the entering of an order as described in this
Agreement; and further provided, however, that the right to terminate this
Agreement under this Section 7.1(d) shall not be available to any party whose
failure to fulfill any obligations under this Agreement has been the cause of,
or resulted in, the failure of the Closing to occur on or before this date.
e. By either AII or AHI if a court of competent jurisdiction or
governmental, regulatory or administrative agency or commission shall have
issued an order, decree or ruling or taken any other action (which order, decree
or ruling the parties hereto shall use its best efforts to lift), which
permanently restrains, enjoins or otherwise prohibits the transactions
contemplated by this Agreement.
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Section 7.2 Procedure Upon Termination. In the event of termination and
abandonment of this Agreement by AII or AHI pursuant to Section 7.1, written
notice thereof shall forthwith be given to the other parties and this Agreement
shall terminate and the transactions contemplated hereby shall be abandoned,
without further action. If this Agreement is terminated as provided herein, no
party to this Agreement shall have any liability or further obligation to any
other party to this Agreement; provided, however, that no termination of this
Agreement pursuant to this Article VII shall relieve any party of liability for
a breach of any provision of this Agreement occurring before such termination.
ARTICLE VIII
POST-CLOSING AGREEMENTS
Section 8.1 Consistency in Reporting. Each party hereto agrees that if the
characterization of any transaction contemplated in this agreement or any
ancillary or collateral transaction is challenged, each party hereto will
testify, affirm and ratify that the characterization contemplated in such
agreement was the characterization intended by the party; provided, however,
that nothing herein shall be construed as giving rise to any obligation if the
reporting position is determined to be incorrect by final decision of a court of
competent jurisdiction.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Survival of Provisions. The respective representations,
warranties, covenants and agreements of each of the parties to this Agreement
(except covenants and agreements which are expressly required to be performed
and are performed in full on or before the Closing Date) shall survive the
Closing Date and the consummation of the transactions contemplated by this
Agreement, subject to Sections 2.11, 3.8 and 8.2. In the event of a breach of
any of such representations, warranties or covenants, the party to whom such
representations, warranties or covenants have been made shall have all rights
and remedies for such breach available to it under the provisions of this
Agreement or otherwise, whether at law or in equity, regardless of any
disclosure to, or investigation made by or on behalf of such party on or before
the Closing Date.
Section 9.2 Publicity. No party shall cause the publication of any press
release or other announcement with respect to this Agreement or the transactions
contemplated hereby without the consent of the other parties, unless a press
release or announcement is required by law. If any such announcement or other
disclosure is required by law, the disclosing party agrees to give the
non-disclosing parties prior notice and an opportunity to comment on the
proposed disclosure.
13
Section 9.3 Successors and Assigns. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their respective
successors and assigns; provided, however, that no party shall assign or
delegate any of the obligations created under this Agreement without the prior
written consent of the other parties.
Section 9.4 Fees and Expenses. Except as otherwise expressly provided in
this Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs or expenses.
Section 9.5 Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been given or
made if in writing and delivered personally or sent by registered or certified
mail (postage prepaid, return receipt requested) to the parties at the following
addresses:
If to AII, to:
Azur International, Inc.
101 NE 3rd Avenue
Fort Lauderdale, Florida 33301
Attn: Donald Goree
If to AHI, to:
Azur Holdings, Inc.
101 NE 3rd Avenue
Fort Lauderdale, Florida 33301
Attn: Donald Winfrey
or to such other persons or at such other addresses as shall be furnished by any
party by like notice to the others, and such notice or communication shall be
deemed to have been given or made as of the date so delivered or mailed. No
change in any of such addresses shall be effective insofar as notices under this
Section 9.5 are concerned unless such changed address is located in the United
States of America and notice of such change shall have been given to such other
party hereto as provided in this Section 9.5
Section 9.6 Entire Agreement. This Agreement, together with the exhibits
hereto, represents the entire agreement and understanding of the parties with
reference to the transactions set forth herein and no representations or
warranties have been made in connection with this Agreement other than those
expressly set forth herein or in the exhibits, certificates and other documents
delivered in accordance herewith. This Agreement supersedes all prior
negotiations, discussions, correspondence, communications, understandings and
agreements between the parties relating to the subject matter of this Agreement
and all prior drafts of this Agreement, all of which are merged into this
Agreement. No prior drafts of this Agreement and no words or phrases from any
such prior drafts shall be admissible into evidence in any action or suit
involving this Agreement.
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Section 9.7 Severability. This Agreement shall be deemed severable, and
the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible so as to be valid and enforceable.
Section 9.8 Titles and Headings. The Article and Section headings
contained in this Agreement are solely for convenience of reference and shall
not affect the meaning or interpretation of this Agreement or of any term or
provision hereof.
Section 9.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
Section 9.10 Convenience of Forum; Consent to Jurisdiction. The parties to
this Agreement, acting for themselves and for their respective successors and
assigns, without regard to domicile, citizenship or residence, hereby expressly
and irrevocably elect as the sole judicial forum for the adjudication of any
matters arising under or in connection with this Agreement, and consent and
subject themselves to the jurisdiction of, the courts of the State of Florida
located in County of Broward, and/or the United States District Court for the
Southern District of Florida, in respect of any matter arising under this
Agreement. Service of process, notices and demands of such courts may be made
upon any party to this Agreement by personal service at any place where it may
be found or giving notice to such party as provided in Section 9.5.
Section 9.11 Enforcement of the Agreement. The parties hereto agree that
irreparable damage would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereto, this being in addition to any
other remedy to which they are entitled at law or in equity.
Section 9.12 Governing Law. This Agreement shall be governed by and
interpreted and enforced in accordance with the laws of the State of New York
without giving effect to the choice of law provisions thereof.
Section 9.13 Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by all
of the parties hereto.. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
AZUR INTERNATIONAL, INC.
By: /s/ Donald Goree
----------------
Donald Goree
Title: Chief Executive Officer
AZUR HOLDINGS, INC.
By: /s/ Donald Winfrey
------------------
Donald Winfrey
Title: President
16
EXHIBIT A
Indebtedness of Azur International, Inc. to be Assumed by Azur Holdings, Inc.
Name of Obligee
Efficient Management Trading Co.(Aaron Baer) $ 700,000
Accrued Salaries Payable 408,000
Consulting Fees (Newpoint Advisors) 275,000
Legal Fees (Guzov Ofsink) 146,561
------------
Omicron Master Trust and Certain other Lenders 120,900
------------
TOTAL $ 1,650,461
------------
17
EXHIBIT B
Form of Assumption Agreement
ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment and Assumption
Agreement") effective as of the ____ day of _______________2006, between AZUR
INTERNATIONAL INC., a Nevada corporation ("Assignor") and AZUR HOLDINGS, INC., a
Delaware corporation ("Assignee").
W I T N E S S E T H:
WHEREAS, on the date hereof Assignor entered into an Exchange Agreement
(the "Exchange Agreement") with Assignee whereby pursuant to the Exchange
Agreement Assignee is receiving 75% of outstanding common stock Azur Shell
Landing Resort Inc., a Mississippi corporation, and 100% of the outstanding
common stock of The Grand Shell Landing Inc., a Mississippi corporation.
WHEREAS, Assignee, pursuant to the terms of the Exchange Agreement (in
addition to those liabilities that Assignee has assumed by operation of law)
agreed to assume certain expenses, notes payables, accounts payables and
mortgages (collectively the "Assumed Liabilities"). The Assumed Liabilities are
attached hereto as Exhibit "A".
WHEREAS, Assignor desires to assign the Assumed Liabilities to Assignee,
pursuant to the terms of this Assignment and Assumption Agreement and the
Exchange Agreement.
WHEREAS, Assignee desires to assume all of the Assumed Liabilities, and
all obligations and responsibilities thereunder.
NOW THEREFORE, for and in consideration of the foregoing and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged:
1. The foregoing recitals are adopted and incorporated herein by
reference.
2. In consideration of the sum of TEN DOLLARS ($10.00), the execution of
the Exchange Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Assignor hereby assigns to
Assignee the Assumed Liabilities and Assignee hereby assumes the Assumed
Liabilities.
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3. Assignee hereby assumes and agrees to perform all covenants,
agreements, and undertakings of Assignor arising after the date hereof regarding
the Assumed Liabilities. Assignee hereby agrees to indemnify, protect, defend
and hold Assignor harmless from claims, demands, losses, actions or expenses,
including reasonable attorneys' fees, arising from obligations of the Assignor
regarding the Assumed Liabilities.
4. This Assignment and Assumption Agreement and the Exhibit hereto
embodies the entire agreement between the parties relative to the subject
matter, and there are no oral or written agreements between the parties, nor any
representations made by either party relative to the subject matter, which are
not expressly set forth herein.
5. This Assignment and Assumption Agreement may only be amended by a
written instrument executed by the party or parties to be bound thereby.
6. In the event it becomes necessary for either party hereto to file suit
to enforce this Assignment and Assumption Agreement or any provision contained
herein, the party prevailing in such suit shall be entitled to recover, in
addition to all other remedies or damages as herein provided, reasonable
attorneys', paralegals', or expert witnesses' fees and costs incurred in such
suit at trial or on appeal or in connection with any bankruptcy or similar
proceedings.
7. This Assignment and Assumption Agreement may be executed in a number of
identical counterparts, each of which for all purposes is deemed an original,
and all of which constitute collectively one (1) agreement, but in making proof
of this Assignment and Assumption Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
and Assumption Agreement as of the day and year first above written.
ASSIGNOR:
AZUR INTERNATIONAL, INC.
a Nevada corporation
/s/ Donald Winfrey
------------------
Donald Winfrey, President
19
ASSIGNEE:
AZUR HOLDINGS, INC.
a Delaware corporation
By: /s/ Donald Winfrey
------------------
Donald Winfrey, President
20
EXHIBIT C
Form of Allocation Agreement
EXPENSE ALLOCATION AGREEMENT
THIS EXPENSE ALLOCATION AGREEMENT (the "Agreement"), dated as of this
14thday of February, 2006, is made by and among Azur International, Inc., a
Nevada corporation (the "AII"), AHIs, Inc., a Delaware corporation (the "AHI").
WHEREAS, the shareholders of AII own 99.8% of the outstanding common stock
of AHI;
WHEREAS, AII and AHI (each a "Party" and together the "Parties") may
provide certain management services and pay expenses that benefit the other
Parties; and
WHEREAS, it is the intent of the Parties that each Party hereto pay, or
provide reimbursement, as appropriate, for the operating expenses, fees and
costs which are allocable to such Party;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the adequacy and receipt of which is
hereby acknowledged, the Parties agree as follows:
1. INDIVIDUAL EXPENSES. Each Party shall pay the expenses incurred in its
operations and shall not be responsible for the payment of the expenses of any
other Party.
2. SHARED EXPENSES. The Parties agree that in case of facilities and services
that are. shared by the Parties hereto, including, without limitation, tax
return preparation expenses, auditing, office facilities, data processing,
accounting and other operating expenses, the Parties, with the exception of the
allocations set forth on Exhibit "A", shall share the expenses equally for the
initial three (3) months after this Agreement is executed The Parties agree to
review in good faith the allocation on a monthly basis, or as requested by
either Party, and reallocate the expenses amongst the Parties according to their
utilization of facilities and services being shared by the Parties.
Each Party hereto, as the case may be, shall reimburse any other Party
quarterly for its share of the salaries, benefits and expenses of the other
Party's officers and employees for services they rendered to the Party.
3. PARTY'S COST SHARING PAYMENT. Each Party shall reimburse the appropriate
other Party for any expenses allocable to the reimbursing Party on or prior to
end of each quarter basis. Any unpaid payments due pursuant to the terms of this
Agreement after the date thereof shall bear interest from the applicable date at
an appropriate arm's length interest rate. Whenever this Agreement calls for
reimbursement from one Party to another Party, such reimbursement shall occur
within five business days after the allocation or appropriate reimbursement is
determined.
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4. CONFIDENTIAL INFORMATION
4.1 Confidential Information
The Parties acknowledge that the confidential information of the
other Parties shall include, but not be limited to, quality standards;
financial information; business plans; all materials including (without
limitation) software documents, drawings, designs, documentation,
contracts and other non-public information relating to their businesses.
4.2 Parties Confidential Information
Each of the Parties acknowledge that the confidential information of
each other Party shall include, but not be limited to: financial
information; and all materials including (without limitation) documents,
drawings, software, designs, documentation, contracts, and other
non-public information relating to each of the Party's business.
4.3 Non-Disclosure
Each Party agrees that it will not disclose to any third party or
use any confidential information, know-how or trade secret of another
Party, except as expressly permitted in this Agreement or by such Party in
writing. Each Party shall develop and implement such procedures as may be
reasonable and prudent to prevent the intentional or negligent disclosure
to Third Parties of confidential information, know-how or trade secrets.
4.4 Exclusions
The provisions of this Agreement concerning confidentiality shall
survive the expiration or termination of this Agreement, but in no event
shall such provisions apply to any information that:
i) prior to the transmittal thereof to another Party, was of general
public knowledge;
ii) becomes, subsequent to the time of transmittal to another Party, a
matter of general public knowledge otherwise than as a consequence of a
breach of any obligation under this Agreement by the Party to whom such
information was disclosed;
iii) is made public by the Party who owns the confidential information;
iv) was in the possession of the Party to whom such information was
disclosed in documented form prior to the time of disclosure thereof, and
is held by the Party to whom such information was disclosed free of any
obligation of confidence to any other Party or any third party; or
22
is received in good faith from a third party having the legal right to
disclose it, who, to the best knowledge of the Party to whom the
information was disclosed, did not obtain the same from another Party and
who imposed no obligation of secrecy on the Party to whom the information
was disclosed with respect to such information.
5. LIABILITY
5.1 Indemnification
Each Party shall indemnify, defend and hold the other Parties (other than
such Party) and their respective shareholders, directors, officers,
employees and agents and hold them harmless from all fines, suits,
proceedings, losses, claims, demands or actions of any nature or kind
whatsoever ("Claims"), directly or indirectly, arising out of or in any
manner whatsoever associated or connected with:
i) The failure of such Party to pay when due any levies, taxes or
assessments that the Party may be required by applicable law to pay;
ii) any unauthorised use by such Party of any Confidential Information ;
iii) any consumer fraud, product liability, tort or breach of contract by
the Party
iv) against any and all liabilities, damages, costs, expenses and/or fees
(including without limitation reasonable legal fees) wherever incurred by
or in connection with any of the foregoing in the investigation or defence
of any and all such Claims. The Parties agree to notify the other Parties
promptly of any such Claim and to cooperate, at such Party's expense, in
the defence of such Claims.
6. RECORDS AND AUDIT
6.1 Maintenance of Records
Each Party shall keep, or cause to be kept, clear and accurate
records with respect to the expenses incurred or planned to be incurred by
or for the Party and to be shared pursuant to this Agreement. The Parties
shall provide to each other upon request, in such form as may reasonably
be requested, documentation with respect to the foregoing.
6.2 Audit
Each Party shall have the right at its own expense to examine and
audit, during normal business hours, semi-annually (or at less frequent
intervals), all such records and such other records and accounts as may
under recognized accounting practices contain information bearing upon the
amounts payable to it by any other Party under this Agreement. Prompt
adjustment shall be made by the proper Party to compensate for any errors
or omissions disclosed by such examination or audit.
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7. TERMINATION
7.1 Term
The term of this Agreement will commence on the Effective Date and
will continue for one (1) years, unless earlier terminated in accordance
with this Clause 7.1. At the end of the 1-year term, the Agreement shall
automatically be renewed for successive one year terms, unless one of the
Parties objects to such renewal in which case the Agreement will terminate
with respect to all Parties.
7.2 Termination for Cause
Any of the Parties may terminate this Agreement in the event of a
breach by any of the other Parties of any material term or condition of
this Agreement, including, without limitation: the Party's failure or the
failure of any of its Affiliates to adequately maintain the trade secrets,
know and confidential information of the any of the other Parties and
failure to cure such breach within the amount of time specified by such
Party. Any Party may immediately terminate this Agreement with respect to
another Party if such Party breaches its obligation of confidentiality
under Clause 4 to such other Party.
7.3 By Mutual Agreement
This Agreement may be terminated at any time by the mutual written
agreement of the Parties.
7.4 Certain Events
In the event that a Party is the subject of bankruptcy or insolvency
proceedings, or makes an assignment for the benefit of its creditors, or
is placed in receivership, liquidation or examination, or if a substantial
part of the assets of the Party (the "Non-Solvent Party"), or a
controlling interest in the shares of the Non-Solvent Party, is
appropriated, seized, transferred or required to be transferred to, or
into the control of, a third party, the participation of that Son-Solvent
Party in this Agreement may be terminated at the option of the other
Party, unless such bankruptcy or insolvency proceedings, assigninent,
etc., is vacated within thirty (30) days.
7.5 Invalidity
In the event of an enforceable judicial decision declaring invalid
an essential part of this Agreement, without which this Agreement would
not have been entered into by the Parties, this Agreement may, at the
option of any Party, be terminated with respect to such Party, upon the
giving of notice to the other Parties. Except as specifically provided in
the preceding sentence, in the event that any term, clause, provision or
condition of this Agreement shall be adjudged invalid for any reason
whatsoever, such invalidity shall not affect the validity or operation of
any other term, clause, provision or condition of this Agreement and such
invalid term, clause, provision or condition shall be interpreted so as
reasonably to effect the intent of the Parties, if possible, and if not,
such invalid term, clause, provision or condition shall be deemed to have
been deleted from this Agreement.
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7.6 Payment upon Termination
In the event of termination of this Agreement with respect to any
Party, the Payments for the year of termination shall be determined and
paid as of the date of termination, pursuant to the provisions of Clause
7. Notwithstanding termination of this Agreement with respect to any or
all of the Parties, the Parties shall cooperate and provide to each other
all information necessary to determine the amount of the Payments.
7.7 Survival upon Termination
The provisions related to Confidentiality, relating to Liability,
and relating to Records and Audit shall survive the expiration or
termination of the participation of any Party in this Agreement as well as
the expiration or termination of this Agreement as a whole for any reason
whatsoever.
8. FORCE MAJEURE
8.1 Force Majeure
If the performance of any part of this Agreement by any Party, or of
any obligation under this Agreement, is prevented, restricted, interfered
with or delayed by reason of any cause beyond the reasonable control of
the Party liable to perform, unless conclusive evidence to the contrary is
provided, the Party so affected shall, on giving written notice to the
other Parties, be excused from such performance to the extent of such
prevention, restriction, interference or delay, provided that the affected
Party shall use commercially reasonable efforts to avoid or remove such
causes of nonperformance and shall continue performance with the utmost
dispatch whenever such causes are removed.
9. NOTICES
9.1 Notices
Any and all written notices or other written communications to be
given by one of the Parties to any of the others shall be deemed
sufficiently given when forwarded by first class airmail or by cable,
telegram, facsimile, email, hand delivery or international courier service
to the other Parties at the addresses of each Party as set out above and
such notices shall be deemed to have been received two (2) business days
after posting if forwarded by post, the following business day if
forwarded by fax, email or hand, and one (1) day after delivery by a
courier service. 9.2 Change of Address
The aforementioned address of any Party may be changed at any time
by giving notice to the other Parties in accordance with Clause 0.
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10. COMPLIANCE WITH LAWS
10.1 Compliance by the Parties
Each Party hereby represents and warrants that (i) it is in material
compliance with and shall continue to comply in all material respects with
all applicable local and national laws and regulations applicable to it;
and (ii) this Agreement and all of its terms are in all material respects
in conformance and in compliance with such laws.
11. MISCELLANEOUS
11.1 Assignment
This Agreement shall be binding on and shall inure to the benefit of
the Parties and their permitted successors and assigns.
11.2 Waiver
The failure of any Party to give notice to the other Parties of the
breach or non-fulfillment of any term, clause, provision or condition of
this Agreement shall not constitute a waiver thereof, nor shall the waiver
of any breach or nonfulfillment of any term, clause, provision or
condition of this Agreement constitute a waiver of any other breach or
non-flilfillment of that or any other term, clause, provision or condition
of this Agreement.
11.3 Amendment
No change, modification, or amendment of this Agreement shall be
valid or binding on the Parties unless such change, modification or
amendment is in writing signed by the Party or Parties against whom such
change, modification or amendment is sought to be enforced. Except as
otherwise provided herein, this Agreement may not be altered or amended by
any Party except by a written instrument properly signed and executed by
an authorised representative of each of the Parties. If the Parties have
agreed orally to a change, modification, or amendment, then the change,
modification or amendment shall be set out in writing contemporaneously
with or promptly following the oral agreement.
11.4 Remedies Cumulative
The remedies of the Parties under this Agreement are cumulative and
shall not exclude any other remedies to which the Party may be lawfully
entitled.
11.5 Further Assurances
Each Party hereby covenants and agrees that it shall execute and
deliver such deeds, assignments and other documents as may be required to
implement any of the provisions of this Agreement.
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11.6 Number and Gender
Whenever required by the context, the singular number shall include
the plural, the plural number shall include the singular, and the gender
of any pronoun shall include all genders.
11.7 Captions
Titles or captions of paragraphs contained in this Agreement are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend, or describe the scope of this Agreement or the
intent of any provision hereof.
11.8 Counterparts
This Agreement may be executed in counterparts and, upon delivery of
counterparts which together show the execution by all Parties hereto,
shall constitute one agreement which shall inure to the benefit of and be
binding upon the Parties hereto.
11.9 Relationship of the Parties
The Parties hereby acknowledge and agree that nothing herein
contained shall be construed by any Party hereto or any third party as
creating a relationship of principal and agent, partnership, or joint
venture, and a Party shall have no power or right to obligate or bind the
other Party in any manner whatsoever.
11.10 Entire Agreement
This Agreement and its exhibits, set forth the entire agreement and
understanding between the Parties with respect to the sharing of the
expenses superseding and replacing any and all prior agreements,
communications and understandings (both written and oral) regarding such
subject matter.
11.11 Governing Law and Jurisdiction
This Agreement shall be construed in accordance with and governed by
the laws of Florida and is subject to the exclusive jurisdiction of the
courts of Broward County, Florida.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be entered into as
of the date first written above.
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AZUR HOLDINGS, INC.
a Delaware corporation
- -------------------------
Donald Winfrey, President
AZUR INTERNATIONAL, INC.
a Nevada corporation
- -------------------------
Donald Winfrey, President
28