AGREEMENT TO CANCEL EXCHANGE OF SECURITIES
This AGREEMENT, made this ____ day of December, 2000, by and between East
Coast Beverage Corp. ("ECBC"), StarTalk Holdings, Inc. ("STH"), and the
shareholders of STH is made for the purpose of setting forth the terms and
conditions upon which the exchange of the common stock of STH for the Series B
Preferred stock of ECBC will be cancelled.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
1. CANCELLATION OF EXCHANGE SECURITIES
ECBC does hereby return to the shareholders of STH the shares of STH which
were transferred to ECBC by virtue of the November 3, 2000 agreement between the
parties (the "Exchange Agreement"). The shareholders of STH do hereby return to
ECBC the 8,900,000 Series B Preferred shares of ECBC which they received by
virtue of the Exchange Agreement.
2. EFFECTIVE DATE
The parties above agree that the cancellation of the shares described in
Section 1 will be effective as of November 3, 2000.
3. FINANCIAL INFORMATION
STH agrees to provide ECBC with complete information regarding (i) all
payments made by STH on behalf of ECBC and (ii) any agreements made by any
officer, director, or employee of STH on behalf of ECBC or which would affect
ECBC's business, properties or operations.
AGREED TO AND ACCEPTED as of the date first written above:
East Coast Beverage Corp.
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Jack Namer, Chief Executive Officer
StarTalk Holdings, Inc.
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Jack Namer, President
Shareholders of StarTalk Holdings, Inc.
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Sidney Sobel
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Aicon Investments, Limited
By _______________________________
Genco Overseas Ventures Limited
By _______________________________
FPI, Inc.
By _______________________________
