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EXHIBIT 2.1
PROPOSAL AND OFFER TO BUY STOCK
TO: MLRA SYSTEMS, INC.
In consideration of the issuance of 10,000,000 shares of stock in MLRA SYSTEMS,
INC., at an unspecified price per share, Castle Keep Holding (USA), Inc. and/or
assigns, does hereby offer to sell, assign, convey, transfer, and deliver to
MLRA SYSTEMS, INC. all of its right, title and interest in and to the following
property:
ITEM FAIR VALUE
See attached Exhibit A Unspecified
TOTAL Unspecified
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/s/ TERRANCE KEEP
DATED: April 1, 1999 ------------------------------------------
CASTLE KEEP HOLDING (USA), INC.
and/or assigns, Offeror
BY: TERRANCE KEEP, PRESIDENT
The above offer was accepted by the Board of Directors on April 1, 1999.
MLRA SYSTEMS, INC. a Delaware Corporation
By: /s/ Charlene Kalk
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Charlene Kalk, President
/s/ Charlene Kalk
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Charlene Kalk, Secretary
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EXHIBIT A
PROPERTY TO BE GIVEN TO MLRA SYSTEMS, INC. IN EXCHANGE FOR 10,000,000 SHARES OF
COMMON STOCK:
ALL EXISTING OUTSTANDING SHARES OF CASTLE KEEP HOLDING (USA), INC. THEREBY
MAKING CASTLE KEEP HOLDING (USA), INC. A WHOLLY-OWNED SUBSIDIARY OF MLRA
SYSTEMS, INC.
