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EXHIBIT 2
DATED 16TH OCTOBER 2000
BETWEEN THE CORE SHETH FAMILIES
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AGREEMENT
RELATING TO
THE EXCHANGE OF INTERESTS
IN TRISTAR, VILEAUROSE AND TIC
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THIS AGREEMENT MADE THE DAY OF 2000
AMONG
(1) KIRIT SUNDERLAL SHETH of plot number 2812, Umm Suqeim, Dubai, United
Arab Emirates, Indian National identified by his Passport Number
Z-1147155 ("KS Sheth") AND MAHENDRAKUMAR SUNDERLAL SHETH , of 101
Centerpoint jijiboy lane, Parel, Mumbai, India Indian National
identified by his Passport Number U-797261 ("MS Sheth") AND SHASHIKANT
SUNDERLAL SHETH of 101 Centerpoint jijiboy lane, Parel, Mumbai, India
Indian National identified by his Passport Number A-1147155 ("SS
Sheth") (MS Sheth and SS Sheth being represented by KS Sheth, acting
under power of attorney with power and authority thereunder to bind the
aforesaid MS Sheth and SS Sheth AND JAMNADAS ODHAVJI SHETH of 14
Russell Road, Moor Park, Northwood, Middlesex HA6 2LL, England, Indian
National identified by his Passport Number U300253 ("JO Sheth") (JO
Sheth being represented by Jayesh Jamnadas Sheth of 14 Russell Road,
Moor Park, Northwood, Middlesex HA6 2LL, England, British National,
identified by his Passport Number 500056812 ("JJ Sheth") acting under
power of attorney with power and authority thereunder to bind the
aforesaid JO Sheth (hereinafter collectively referred to as "the Core
Sheth Families")
RECITALS
(A) WHEREAS The Core Sheth Families have joint beneficial ownership of
Tristar Shares, Tristar Preference Shares, and Tristar Warrants set out
in Schedule 1. The Core Sheth Families are the joint legal owners of
TMC, Starion, Nevell and Jamsun, who hold most of such Tristar Shares,
Tristar Preference Shares and Tristar Warrants.
(B) AND WHEREAS the Core Sheth Families have joint legal and beneficial
ownership of all of the issued shares of Vileaurose.
(C) AND WHEREAS the Core Sheth Families have joint legal and beneficial
ownership of TIC, which owns 49% shares in EPW and holds the right to
vote for the remaining 51% shares.
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(D) AND WHEREAS the Core Sheth Families wish to exchange their interests in
Tristar, Vileaurose and TIC to the effect that JO Sheth shall
relinquish all his rights and interest in and to the Tristar Shares,
Tristar Preference Shares and Tristar Warrants in exchange for KS
Sheth, MS Sheth and SS Sheth relinquishing their rights and interest in
and to the Vileaurose Shares and TIC Shares.
NOW, THEREFORE, This Agreement sets out terms and conditions upon which the
parties have agreed to complete the transactions.
NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:
1 INTERPRETATION
1.1 In this Agreement and in the Schedules hereto unless the context
otherwise requires the following words and expressions shall bear the
following meanings:
"Closing Date" the date of this Agreement;
"Closing" execution of this Agreement by all the
parties hereto and the completion of
all of the matters referred to in
clause 3;
"Core Sheth Families" Collectively, JO Sheth, KS Sheth,
MS Sheth and SS Sheth.
"Core Sheth Family" Collectively KS Sheth, MS Sheth and SS
Sheth.
"JO Family Solicitors" Masons of 30 Aylesbury Street, London
EC1R OER;
"Shares" shall mean and include all of the
Tristar Shares, Tristar Warrants,
Tristar Preference Shares and the
Shares of Vileaurose, TIC, TMC and
Starion.
"Core Sheth Family Solicitors" Baker & McKenzie of 100 New Bridge
Street, London EC4V 6JA;
"Vileaurose" Vileaurose Chimique S.A. trading as
Emicos International, Jebel Ali Free
Trade Zone, United Arab Emirates and
as Concorde International.;
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"Encumbrance" includes any mortgage, charge (whether
equitable or legal), bill of sale,
pledge, deposit, lien, encumbrance,
hypothecation, arrangement for the
retention of title, sale and
leaseback, sale and repurchase or
deferred title arrangement and any
other right, interest, power or
arrangement of any nature whatsoever
having the purpose or effect of
providing security for, or otherwise
protecting against default in respect
of, any obligations;
"EPW" European Perfume Works Co. LLC,
Sharjah, United Arab Emirates
"Jamsun" Jamsun Trading Co. LLC, Dubai, United
Arab Emirates.
"Nevell" Nevell Investments S.A., Panama
"Starion Shares" Bearer shares representing all of the
issued share capital of Starion as set
out in Schedule 1
"Starion" Starion International Limited, British
Virgin Islands, IBC No.:
"TIC Shares" Bearer shares representing all of the
issued share capital of TIC as set out
in Schedule 1
"TIC" Transvit Investment Corporation,
Panama
"TMC Shares" Bearer shares representing all of the
issued share capital of TMC as set out
in Schedule 1
"TMC" Transvit Manufacturing Corporation,
British Virgin Islands, IBC No.:
"Tristar Preference Shares" Series A and Series B preference
shares in Tristar as set out in
Schedule 1
"Tristar Shares" Common Stock of Tristar as set out in
Schedule 1
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"Tristar Warrants" Warrants to purchase common stock of
Tristar as set out in Schedule 1
"Tristar" Tristar Corporation, of United States
of America. (NASDAQ: TSAR);
"Vileaurose Shares" Bearer shares representing all of the
issued share capital of Vileaurose as
set out in Schedule 1
1.2 Words denoting the singular number shall include the plural and vice
versa.
1.3 Words denoting any gender shall include all genders.
1.4 References to persons shall include firms, corporations and other
associations or bodies of persons whether or not incorporated and any
government, state or agency of a state whether or not any of the
foregoing has any separate legal personality.
1.5 Any reference to a statute or statutory provision shall be construed as
including a reference to any statutory modification consolidation or
re-enactment (whether before or after the date hereof) from time to
time and shall include reference to any provision of which it is a
re-enactment (whether with or without modification) and any bye-laws,
statutory instruments, rules, regulations, orders, notices, directions,
consents and permissions made or given thereunder any conditions
attaching thereto.
1.6 Clause headings are for ease of reference only and shall not affect the
construction or interpretation of this Agreement.
1.7 The expression "this Agreement" includes a reference to each Schedule.
1.8 References to clauses, sub-clauses, paragraphs and schedules are to
clauses, sub-clauses, paragraphs and schedules to this Agreement.
2. TRANSFER OF BUSINESS INTERESTS
2.1 The parties agree that with effect from the Closing Date and subject to
the terms of this Agreement:
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2.1.1 the Core Sheth Families shall procure that all of the TMC Shares,
Starion Shares, Tristar Shares held by Jamsun, Tristar Shares held by
JO Sheth and Tristar Preference Shares held by Nevell shall be
transferred to the Core Sheth Family or a corporation designated by the
Core Sheth Family for such transfer with full title guarantee, free
from all rights, liens, charges and Encumbrances (Except for the
250,000 shares pledged to National Loan Investors, USA ) and together
with all rights now or hereafter attaching to them. JO Sheth shall have
no beneficial or legal interest in any of the Tristar Shares, Tristar
Preference Shares and Tristar Warrants.
2.1.2 the Core Sheth Families shall procure that all of the TIC Shares and
Vileaurose Shares shall be transferred to JO Sheth with full title
guarantee, free from all rights and free from all liens, and charges
and Encumbrances and together with all rights now or hereafter
attaching to them. Core Sheth Family shall have no beneficial or legal
interest in any of the Tristar Shares, Tristar Preference Shares and
Tristar Warrants.
2.2 Core Sheth Family and JO Sheth mutually covenant that they shall and
shall procure that the parties shall relinquish any management rights
they or their employees may have in any company referred herein in
which they relinquish ownership rights.
3. CLOSING
3.1 Closing shall take place on the Closing Date at the offices of Al
Khaleej Legal Consultants at Muscat Oman when all the parties shall
have complied with Clauses 2.1.1, 2.1.2 and 2.2 hereof. In completion
of Clause 2.2 hereof, Jayesh Jamanadas Sheth shall resign as a Director
and officer of Tristar and Naresh Narrottamdas Shah, shall resign as a
Director of Vileaurose.
4. SEC DISCLOSURE:
The Core Sheth Families shall co-operate with each other and file all
the required SEC disclosures arising due to this Agreement including,
but not limited to filling, promptly, 13D and Form 4.
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5. NOTICES AND PROCEEDINGS
5.1 Any notice under this Agreement shall be in writing and be signed by or
on behalf of the party giving it. The giving of any notice by or to any
member of the Core Sheth Family is deemed to be notice given by or to
the entire Core Sheth Family.
5.2 Any such notice may be served by leaving it at or sending it by
facsimile prepaid recorded delivery or registered post to the address
and for the attention of the relevant party as set out in this clause
or as otherwise notified from time to time in accordance with the
provisions of this clause.
5.3 In the event of any action or proceedings being begun pursuant to or in
respect of this Agreement the parties hereto agree that service of the
process by which the action or proceedings is or are begun and of any
and all other documents relating to such action or proceedings shall
(without however preventing any party from utilising such other modes
of service as may for the time being be permitted by the Civil
Procedure Rules 1999 and Practice Directions applying thereto, or any
amendment or reissue thereof) be full and proper if effected in the
manner and at the address prescribed by the provisions of this clause
relating to notices.
5.4 Any notice and/or any document relating to any action or proceedings
(including an originating process) so served by facsimile or courier
shall be deemed to have been received:
5.4.1 in the case of facsimile, twelve (12) hours after the time of despatch
provided an error-free transmission report has been received by the
sender; and
5.4.2 in the case of Courier, forty eight (48) hours from the time of
dispatch from and to an address in the United Kingdom or Northern
Ireland or five (5) days from the time of posting if from or to an
address elsewhere.
5.4.3 the addresses facsimile and e-mail numbers of parties for the purposes
of this Agreement are:
15.5 The addresses facsimile and e-mail numbers of parties for the purposes
of this Agreement are:
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NAME OF PARTY: SM FAMILY
Address: P.O.Box 41362, Dubai, UAE
Facsimile number: (04) 2223339
E-mail address: [email protected]
For the attention of: Mr. Kirit Sheth
NAME OF PARTY: JO FAMILY
Address: P.O.Box 5551, Dubai, UAE.
Facsimile number: (04) 3519822
E-mail address: [email protected]
For the attention of: Mr. Jay Sheth.
6. COSTS
6.1 The legal costs and expenses of both of the parties hereto incurred in
relation to the negotiation, preparation and execution of this
Agreement shall be borne equally by the Core Sheth Families.
7. NO PARTNERSHIP
7.1 Nothing in this Agreement shall constitute or be deemed to constitute a
partnership or agency between any of the parties hereto and none of
them shall have any authority to bind the others in any way whatsoever
other than as contemplated or provided for in this Agreement.
8. BENEFIT OF AGREEMENT
8.1 This Agreement shall be binding on and shall enure for the benefit of
the successors and assigns and personal representatives (as the case
may be) of each of the parties hereto.
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9. LEGALITY AND ENFORCEABILITY
9.1 Notwithstanding that any provision of this Agreement may prove to be
illegal or unenforceable the remaining provisions of this Agreement
shall continue in full force and effect.
10. GENERAL
10.1 No variation of this Agreement shall be valid or effective unless made
by one or more instruments in writing signed by or on behalf of such of
the parties hereto as would be affected by such variation.
10.2 No waiver by any of the parties hereto of any of the requirements
hereof or of any of its rights hereunder shall release any of the other
parties hereto from full performance of those remaining obligations
stated herein and no failure to exercise and no delay in exercising on
the part of any of the parties hereto any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or
partial exercise of any right power or privilege preclude any other or
further exercise thereof or the exercise of any other right power or
privilege.
10.3 The rights and remedies provided in this Agreement are cumulative and
are not exclusive of any rights or remedies otherwise provided by law.
10.4 Any date or period mentioned in this Agreement may be extended by
agreement between the parties hereto (or such of the parties as may be
affected thereby) but as regards any date or period (whether or not
extended as aforesaid) time shall be of the essence in this Agreement.
10.5 This Agreement may be executed in more than one part or counterpart,
each of which shall be deemed to constitute an original and shall
become effective when one or more such parts or counterparts have been
signed by all of the parties hereto and (so signed) delivered to each
of the parties hereto.
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11. ENTIRE AGREEMENT
12.1 Each of the parties acknowledges and agrees that in entering into this
Agreement, and the documents referred to in it, it does not rely on,
and shall have no remedy in respect of, any statement, representation
or understanding (whether negligently or innocently made) of any person
(whether party to this Agreement or not) other than as expressly set
out in this Agreement. Nothing in this clause shall, however, operate
to limit or exclude any liability for fraud or fraudulent
misrepresentation.
13. GOVERNING LAW AND JURISDICTION
14.1 This Agreement and any dispute arising hereunder shall be governed by
and construed in accordance with English law.
14.2 Each of the parties hereto irrevocably agrees that the courts of
England and Wales shall have non-exclusive jurisdiction to hear and
determine any suit action or proceeding and to settle any dispute which
may arise out of or in connection with this Agreement and that the
courts of Dubai United Arab Emirates shall have non-exclusive
jurisdiction only in respect of disputes relating to assets situate in
Dubai UAE and for such purposes irrevocably submits to the jurisdiction
of such courts.
IN WITNESS WHEREOF THIS AGREEMENT WAS EXECUTED AS A DEED BY THE PARTIES HERETO
OR THEIR RESPECTIVE REPRESENTATIVES HEREUNTO DULY AUTHORISED THE DAY AND YEAR
FIRST ABOVE WRITTEN.
SIGNED by )
KIRIT SUNDERLAL SHETH )
for himself and under power of )
attorney for )
MAHENDRAKUMAR SUNDERLAL )
SHETH and )
SHASHIKANT SUNDERLAL )
SHETH )
SIGNED by )
JAMNADAS ODHAVJI SHETH )
acting by his attorney )
JAYESH JAMNADAS SHETH )
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SCHEDULE 1
1. TRISTAR SHARES
<TABLE>
<CAPTION>
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NAME CERT.NO F.VALUE NOS. SHARES
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<S> <C> <C> <C> <C>
Starion International - BVI RCDC 1085 500,000 1 500,000
Starion International - BVI RCDC 1086 400,000 1 400,000
Starion International - BVI TSAR 140 to 147 50,000 8 400,000
Starion International - BVI TSAR 200 to 239 10,000 40 400,000
Starion International - BVI TSAR 240 13,174 1 13,174
Starion International - BVI TSAR 148 to 151 50,000 4 200,000
Starion International - BVI TSAR 152 to 155 50,000 4 200,000
Starion International - BVI TSAR 156 to 159 50,000 4 200,000
Starion International - BVI TSAR 160 to 168 50,000 8 400,000
Jamnadas Sheth RC 1686 1,000 1 1,000
Jamnadas Sheth RC 1672 3,900 1 3,900
Jamnadas Sheth RC 1683 8,900 1 8,900
Jamnadas Sheth RC 1710 8,200 1 8,200
Jamnadas Sheth RCDC 1714 23,000 1 23,000
Jamnadas Sheth 1,000 1 1,000
Jamsun TSAR 0098 61,000 1 61,000
Transvit Manufacturing Corp. TSAR 550 & 551 500,000 2 1,000,000
Transvit Manufacturing Corp. TSAR 553 TO 559 1,000,000 7 7,000,000
Transvit Manufacturing Corp. TSAR 548/549 500,000 2 1,000,000
Transvit Manufacturing Corp. TSAR 547 477,810 1 477,810
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TOTAL 12,297,984
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</TABLE>
TRISTAR PREFERENCE SHARES
537,142 Series A Preferred shares. Convertible into 537,142 shares of Tristar
Common Stock. Shares held by Transvit Manufacturing Corporation.
120,690 Series B Preferred shares. Convertible into 482,760 shares of Tristar
Common Stock. Shares held by Nevell Investments S.A.
TRISTAR WARRANTS
Warrant to purchase 2,000,000 Tristar Common Stock held by Starion International
Ltd., BVI.
Warrant to purchase 400,000 Tristar Common Stock held by Starion International
Ltd., BVI.
TMC SHARES
Bearer Share Certificate # 1 representing 12,500 shares
Bearer Share Certificate # 2 representing 12,500 shares
Bearer Share Certificate # 3 representing 12,500 shares
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Bearer Share Certificate # 4 representing 12,500 shares
TIC SHARES
Bearer Share Certificate # 2 representing 50 shares
Bearer Share Certificate # 3 representing 50 shares
STARION SHARES
Bearer Share Certificate # 1 representing 1,000 shares
Bearer Share Certificate # 2 representing 1,000 shares
VILEAUROSE SHARES
Bearer Share Certificate # 1 representing 100 shares
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