SALES AGREEMENT
BETWEEN
FIRST CAPITAL INTERNATIONAL, INC.,
AND
LITERARY FINANCING LIMITED
This Sales Agreement, hereinafter referred to as the "Agreement", is made by and
between FIRST CAPITAL INTERNATIONAL, INC., a Corporation duly chartered under
the laws of the State of Delaware, hereinafter referred to as the "FCI", and
LITERARY FINANCING LIMITED, a Hong Kong Corporation, hereinafter referred to as
the "LFL". This Agreement is entered into by FCI and LFL with respect to the
acquisition of all of the outstanding shares of the EIP Liisingu AS of Estonia,
hereinafter referred to as "EIP", by LFL. FCI and LFL are collectively referred
to in this Agreement as the "Parties".
A. FCI is a Public Company and is desirous to sell all of its shares
in its affiliated company-EIP Liisingu AS of Estonia to LFL for the
total sum of Ten Thousand dollars ($10,000.00USD).
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. ACQUISITION. LFL agrees to acquire all of the shares of stock
Held by FCI in EIP in exchange for Ten Thousand dollars ($10,000.00USD),
Hereinafter referred to as the "Acquisition".
The remaining principal terms of the Acquisition are as follows:
Both Parties do expressly agree that the reasoning behind this Acquisition
is that FCI is desirous to sell EIP due to that fact that EIP is currently not a
profitable operation for FCI and FCI is unable to expend the necessary time and
expenses needed to properly maintain EIP as a viable concern for FCI.
Therefore, LFL has agreed to purchase EIP and all of its assets and liabilities
for the total sales price of Ten Thousand dollars ($10,000.00USD) however LF is
acting as a shareholder only and will not hold title to any assets or
liabilities of EIP and is under no obligation with respect to EIP's operations,
liabilities, commitments and contingencies.
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SALES AGREEMENT
BETWEEN
FIRST CAPITAL INTERNATIONAL, INC.,
AND
LITERARY FINANCING LIMITED
PAGE - 2 -
A. Prior to the closing, LFL has had the opportunity to conduct due
diligence and to be supplied with documents regarding EIP.
B. FCI represents that the financial statements of EIP are of proper
character and quality.
C. The execution of the definitive agreement shall be subject to approval of
their respective boards of directors and legal counsel.
SECTION 2. ENFORCEABLE AGREEMENT; COMPLIANCE WITH APPLICABLE LAWS. This shall
constitute a fully enforceable agreement between the and all matters referred to
in this Agreement have been in full compliance with federal and state securities
laws and other applicable laws.
SECTION 3. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original
instrument, but all of such counterparts together shall constitute but one
agreement.
SECTION 4. ADDITIONAL TERMS AND CONDITIONS. Both Parties do hereby expressly
agree that this Agreement will come into full force and effect upon the signing
of same and as evidenced by the Parties signatures below.
Both Parties do hereby expressly agree that this Agreement was negotiated in
good faith and that both Parties do expressly understand the full extent and
nature of this Agreement and that this Agreement evidences the true agreed to
terms and conditions set forth between the Parties, as evidenced by the Parties
signatures below.
<PAGE>
SALES AGREEMENT
BETWEEN
FIRST CAPITAL INTERNATIONAL, INC.,
AND
LITERARY FINANCING LIMITED
PAGE - 3 -
This Agreement may be executed and signed by facsimile and if indeed signed by
the Parties through facsimile then the facsimile copy will for all intent and
purposes be treated as an original with full force and effect.
This Agreement may only be changed, modified, or amended by written instrument
signed by the Parties to this Agreement.
Both Parties fully and expressly agree that this Agreement shall be governed
pursuant to and under the laws of Hong Kong.
EXECUTED this 24th day of June 2000.
The undersigned Parties expressly concur and agree to the matters set forth in
this Agreement.
AGREED TO AND ACCEPTED BY: AGREED TO AND ACCEPTED BY:
FIRST CAPITAL INTERNATIONAL, INC. LITERARY FINANCING LIMITED
By: /s/ Alex Genin By: /s/ M.H. Horne
Alex Genin-President M.H. Horne-Director
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