STOCK PURCHASE AGREEMENT
This Agreement is made and is effective this 14th day of May, 2003.
BETWEEN: AMANASU ENVIRONMENT CORPORATION, a Nevada corporation
with its office at 701 5th Avenue, 36th floor, Seattle,
Washington 98109, U.S.A.
( hereinafter called " A " )
AND: JIPANGU INC., a Japanese corporation with its office at 3-6-9
Kitashinagawa Shinagawa-Ku, Tokyo, Japan
( hereinafter called " B" )
WHEREAS, "B" holds 10,000,000 common shares of Kyoei Reiki Industrial
Corporation Ltd., a publicly traded Company in Tokyo, Japan (hereinafter called
"the Company")
AND WHEREAS "A" wishes to purchase 10,000,000 of the Company's shares from "B"
at a price of 580,000,000 Japanese Yen (Equivalent to approximately US
$4,993,000 as of May 14, 2003).
SECTION 1- TERMS OF PAYMENT
1.00 "A" will pay 116,000,000 Japanese Yen (US $1,377,000); 20% of the purchase
price of 580,000,000 Japanese Yen by cashier's check on or before May 31,
2003. The balance of 464,000,000 Japanese Yen is to be paid on or before
June 25, 2003.
1.02 As security for payment of the remaining balance of 464,000,000 Japanese
Yen, a major shareholder of "A" (Amanasu Corporation) will transfer 500,000
shares of "A" (listed on the OTC) to "B", at the same time Section 1.00 is
consummated. Such shares are to be kept in escrow by "B".
1.03 When "B" receives the remaining balance of 464,000,000 Japanese Yen, the
500,000 shares of "A" will be returned immediately to Amanasu Corporation.
1.04 In the event that the Company becomes bankrupt, or is under receivership
for bankruptcy before the final amount of 464,000,000 Japanese Yen is paid,
"B" waives the right to collect this final amount.
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SECTION 2 - TRANSFER OF VOTING RIGHTS
2.00 Subject to "A" meeting the payment terms in Section 1 of this agreement, on
June 30, 2003, "B" will transfer to "A" proxies for another 10,000,000
shares owned by "B" to vote at the annual general meeting of the Company,
to be held on June 27, 2003.
SECTION 3 - REPRESENTATIONS BY "A"
3.00 As of the date of this agreement, "A" declares that the following facts are
true and accurate:
(i) "A" has sufficient funds to comply with the terms of payment as set
out in section 1 of this agreement
(ii) This contract is not in violation of any laws that are applicable
to "A"
SECTION 4 - REPRESENTATIONS BY "B"
4.00 As of the date of this agreement, "B" declares that the following facts are
true and accurate:
(i) "B" is authorized by the board of directors and corporate
regulations to enter into this agreement
(ii) This contract is not in violation of any laws that are applicable
to "B"
SECTION 5 - CANCELLATION OF THE AGREEMENT
5.00 "A" and "B" shall have the right to terminate this agreement if either
party has breached any terms of this contract. After this agreement is
cancelled, moneys paid by "A" to "B" will be returned to "A", and shares
transferred by "B" to "A" will be returned by "B".
SECTION 6 - CONFIDENTIALITY AND DISCLOSURE
6.00 "A" and "B" will not disclose any information of this agreement to third
parties.
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SECTION 7 - COMPENSATION FOR DAMAGES
7.00 "A" and "B" will compensate for all damages that may result from breach of
contract by either party or indirectly by third parties.
SECTION 8 - SUBMISSION TO JURISDICTION
8.00 Any conflicts arising from the terms of this contact will be resolved at
the Tokyo local court house.
SECTION 9 - GOVERNING LAW
9.00 The agreement is governed under Japanese law.
IN WITNESS WHEREOF the parties hereby executed this Agreement as of the day,
month and year first above written.
Signed, Sealed and Delivered
by "A" in the presence of : AMANASU ENVIRONMENT CORPORATION
Masafumi Hata /s/ Atsushi Maki
_________________________ ___________________________
Witness President and CEO
701 5th Avenue, 42nd Floor
Seattle, WA 98104
_________________________
Address
Signed, Sealed and Delivered
by "B" in the presence of : JIPANGU INC.
/seal/ /s/ Tamishuke Matsufuji
__________________________ __________________________
Witness
President and CEO
3-6-9 Kita-shinagawa Shinagawa-ku
Tokyo, Japan 140-0001
Address
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