EXHIBIT 10.1
AGREEMENT
ON
ACQUISITION OF RIGHT TO ESTABLISH PROPERTY FUND
THIS AGREEMENT is made on the 17th day of July 1998
BY AND BETWEEN:
(1) ASIA PROPERTIES, INC., a company established and existing under the laws of
the state of Nevada, USA, with a registered office at 1954 Windfall Avenue,
Henderson. NV 89012, USA (hereinafter the "COMPANY");
(2) DANIEL S. MCKINNEY, an American citizen, with Passport Number 700440754,
whose address is 908 Universal Commercial Building, 69 Peking Road, T.S.T.,
Hong Kong;
(3) SIMON LANDY, a British national, with Passport Number 740109182 whose
address is 2/2 Wireless Road, Pathumwan, Bangkok 10330; and
(4) NICHOLAS ST JOHNSTON, a British national, with Passport Number B 381642
whose address is 86/14 Sukhumvit Soi 31, Bangkok 10110 (the latter three
hereinafter referred to collectively as the "PROMOTERS").
* * *
WHEREAS the Promoters collectively own the right to establish the Bangkok Real
Estate Fund (BREF) pursuant to Assignments from Coldway Limited, S. Landy Real
Estate Consultants Co., Ltd., and BDNSJ Co., Ltd., respectively, a contract
between the aforementioned assignor companies and Siam City Asset management
Co., Ltd. (SCIAM), and the Letter of Approval from the Securities and Exchange
Commission of Thailand (TSEC) to SCIAM dated July 16 1998;
WHEREAS in the Letter of Approval the TSEC has granted permission for the
Company to be the sole unit holder in BREF;
WHEREAS the Company now wishes to acquire from the Promoters the right to
establish BREF;
WHEREAS the Promoters wish to exchange their right to establish BREF for
ownership of shares in the Company;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the parties hereby agree as follows:
1. ISSUE OF SHARES
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1.1 Subject to the terms and conditions contained herein, the Company hereby
agrees to issue to each of the Promoters individually 1,000,000 (One
Million) ordinary shares, each with a par value of USD 0.001.
1.2 Subject to completion by the Company of the obligation outlined in Article
1.3, as consideration for the shares to be issued to them, the Promoters
hereby assign to the Company absolutely and irrevocable their full
collective right to establish BREF.
1.3 The Company agrees that it shall issue certificates for one million shares
each to each of the Promoters individually not later than seven days after
the date of this Agreement.
2. WARRANTIES
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2.1 The Company warrants to the Promoters that it is both authorized and able
to issue the shares described in Article 1.1.
2.2 The Promoters warrant to the Company that they own, absolutely and free and
clear of any lien or other burden of whatever nature, the right to
establish BREF.
3. REMEDY FOR DEFAULT
--------------------
3.1 If any party is in breach of any provision of this Agreement, the other
party shall be entitled to enforce the specific performance of this
Agreement and to claim for actual damages.
4. NOTICE
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Any notice or communication under this Agreement shall be in writing and
shall be delivered or sent by recorded delivery post or facsimile process
to the party to be served at the following addresses:
The Company : ASIA PROPERTIES, INC.
Address : 12707 High Bluff Drive, 2nd Floor
San Diego
CA 92130
USA
Tel: (619) 350-4288
Fax: (619) 350-4289
The Promoters Daniel S. McKinney
Address Simon Landy
Nicholas St. Johnston
c/o 86/14 Sukhumvit Soi 31
Bangkok 10110
Thailand
Tel: (662) 260-3197
Fax: (662) 260-3189
5. GENERAL
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5.1 Each of the parties shall pay its own costs, expenses, charges, duty
and taxes incurred in connection with the preparation and
implementation of this Agreement and the transaction contemplated by
it.
5.2 This Agreement shall be binding upon each party's successors and
assigns (as the case may be).
5.3 Any provision of this Agreement which is prohibited or unenforceable
shall be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remaining provisions and
without affecting the validity or enforceability of such provisions.
5.4 Any notice required to be given by any of the parties under this
Agreement shall be sent to the address of the addresses as set out in
this Agreement or to such other address as the parties may from time
to time have notified in writing for the purpose of this clause.
5.5 This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada, USA.
THIS AGREEMENT is made in four copies, each with equal tenor and effect. The
parties have read and understood the provisions hereof and have set their hands
and seal (if required) in the presence of witnesses on the day, month and year
first above written. Each party retains one copy of the Agreement.
Signed by for and on behalf of
ASIA PROPERTIES, INC.
/S/ DANIEL S. MCKINNEY
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BY DANIEL S. MCKINNEY
TITLE DIRECTOR AND PRESIDENT
/S/ DANIEL S. MCKINNEY
-------------------------
Daniel S. McKinney
/S/ SIMON LANDY
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Simon Landy
/S/ NICHOLAS ST. JOHNSTON
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Nicholas St. Johnston
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