SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 12, 1998
R&R RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-23851 86-0874841
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
2016 Main Street, Suite 1013
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713) 304-1500
(Registrant's telephone number, including area code)
_________________
<PAGE>
Item 1. Changes in Control of Registrant
On November 12, 1998, R&R Resources, Inc. (the "Company") acquired 100% of
the outstanding stock (the "Shares") of Centenary S.A., an Argentina corporation
("Centenary") in a private stock exchange transaction (the "Stock Exchange
Agreement") with the stockholders of Centenary (the "Stockholders'). The Stock
Exchange Agreement provided that the Company exchange 15,053,500 shares of its
common stock for 800,000 shares of stock of Centenary. As a result of the Stock
Exchange Agreement, Centenary Group, S.A. acquired 15,053,500 shares which
represent control of the Company. Pursuant to the terms of the Stock Exchange
Agreement, all of the former Directors of the Company resigned, and new
Directors were appointed. See, Item 5 below.
It is the intention of the new Board of Directors of the Company to change
the direction of the business of the Company from engaging in the oil and gas
business to focusing and directing all of its efforts to the international food
commodity trading and supply industry. Further, it is the intention of the new
Board of Directors of the Company to change the name of the Company from R&R
Resources, Inc. to Centenary International Corp. The Company believes the
change of its name to Centenary International Corp. will allow it to take
advantage of its well recognized name within the international food commodity
trading and supply industry.
Item 2. Acquisition or Disposition of Assets.
As stated above in Item 1, on November 12, 1998, the Company acquired 100%
of the outstanding common stock of Centenary S.A. The terms and conditions of
the Stock Exchange Agreement were determined by the parties through arms length
negotiations. However, no appraisal was conducted. The financial results of
Centenary will be consolidated into the Company's financial statements.
Centenary is a food commodity international trading company with commercial
activity in South America, Central America and Africa. According to Mercado
magazine, Centenary is the tenth largest export firm in Argentina. Centenary
began operations in 1988. During its 1998 fiscal year ended May, 1998, Centenary
shipped approximately 637,596 metric tons of food commodities and had revenues
of 120,773,000 Argentinean Pesos, or approximately $118 million. Centenary is
headquartered in Buenos Aires, Argentina, which is a central export location in
South America. Centenary also has branch offices in other locations
worldwide. The primary food commodities which Centenary deals in are wheat,
corn, livestock meal, and poultry. Centenary also operates a cattle ranch, a
cattle breeding facility, an olive tree grove (for olive oil production), and a
factory for pelletizing alfalfa feed. The Company also manufactures consumer
packaged food products, such as bottled cooking oils, on a small scale.
Centenary has approximately 50 full time employees and outsources labor for its
agricultural operations.
Concurrent with the acquisition of Centenary, the Company entered into a
Rescission Agreement ("Pilares Rescission Agreement") pursuant to which the
Company rescinded its prior Acquisition Agreement and Assignment with Pilares
Oil & Gas, Inc. ("Pilares"). Pursuant to this Acquisition Agreement and
Assignment, Pilares had conveyed 300,000 shares of Paint Rock Energy, Inc.
("Paint Rock") to the Company in exchange for 3,185,000 shares of common stock
of the Company. Paint Rock is in the oil and gas business. Pursuant to the
Pilares Rescission Agreement, Pilares tendered the 3,185,230 shares of the
Company's common stock to the Company, and the Company tendered the 300,000
<PAGE>
shares of Paint Rock stock to Pilares. The 3,185,000 shares of the Company's
common stock were then canceled. At the time of this rescission, Pilares Oil &
Gas was a holder of approximately 13% of the common stock of the Company.
Also concurrent with the acquisition of Centenary, the Company entered into
a Rescission Agreement ("Gassiot Rescission Agreement") pursuant to which the
Company rescinded its prior Acquisition Agreement and Assignment with Jimmy M.
Gassiot ("Gassiot"). Pursuant to this Acquisition Agreement and Assignment,
Gassiot had conveyed 50 shares of Subsurface Energy Corp. ("Subsurface") to the
Company which represented all of the shares of Subsurface then outstanding in
exchange for 2,060,000 shares of common stock of the Company. Subsurface is in
the oil and gas business. Pursuant to the Gassiot Rescission Agreement, Gassiot
tendered the 2,060,000 shares of the Company's stock to the Company, and the
Company tendered the 50 shares of Subsurface stock to Gassiot. The 2,060,000
shares of the Company's common stock were then canceled. At the time of this
rescission, Mr. Gassiot was a holder of approximately 10% of the common stock of
the Company.
The Pilares Rescission Agreement and the Gassiot Rescission Agreement were
entered into concurrent with the Stock Exchange Agreement with Centenary and
were conditions to the Stockholders entering into the Stock Exchange Agreement
and was agreed to by the parties through arm's length negotiations. No
appraisal was conducted in connection with either the Pilares Rescission
Agreement or the Gassiot Rescission Agreement. The Board of Directors of the
Company determined that in view of the change of business operations of the
Company once the Centenary transaction was consummated that it would be in the
best interest of the Company to divest itself of its oil and gas businesses.
Item 5. Other Events.
On November 12, 1998, Hector A. Patron Costas, Eduardo Sarganaga and
Claudio Roman were appointed as Directors of the Company. Mr. Costas is the
Chairman of the Company's Board of Directors. The new Board of Directors then
appointed as officers Mr. Sarganaga as President and CEO, and Mr. Costas as
Secretary and Chief Financial Officer. Mr. Roman was appointed as Assistant
Secretary.
Hector A. Patron Costas, age 46, was appointed Director, Chairman,
Secretary and Chief Financial Officer of the Company in November, 1998. Mr.
Costas has been a Director of Centenary S.A. since Centenary's founding in 1988,
and he has been a senior manager of Centenary since that time.
Eduardo Sarganaga, age 42, was appointed Director, President and CEO of the
Company in November, 1998. Mr. Sarganaga is the founder and has been the
principal owner and President of Industrial Technologia, SRL since 1990, which
is an import-export firm in Bolivia specializing in heavy equipment sales and
leasing, and trucking. Since the beginning of 1998, Mr. Sarganaga has also been
the President of Global Tech, SA, which is a trading firm and industrial
engineering firm specializing in the sale and installation of industrial
equipment and supplies. Mr. Sarganaga earned a B.S. degree in industrial
engineering.
Claudio Roman, age 42, was appointed Director and Assistant Secretary in
November, 1998. Mr. Roman has practiced law as an attorney since 1985. He
received his J. D. degree from the University of Houston Law Center in 1985.
Mr. Roman also received a BA degree in Political Science from the University of
Houston in 1980. Mr. Roman is fluent in English, Spanish and Italian.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Financial Statements and Information
As of the date of the filing of this Current Report on Form 8-K, the financial
statements and proforma financial information required by Items 7(a) and 7(b)
are not available. Such financial reports will be filed no later than January
26, 1999.
(c) Exhibits
10.1 Stock Exchange Agreement effective November 12, 1998 between the
Company and Certain Stockholders of Centenary S.A.
10.2 Rescission Agreement between the Company and Pilares Oil & Gas,
Inc.
10.3 Rescission Agreement between the Company and Jim M. Gassiot.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
R&R Resources, Inc.
Date: November 16, 1998 By: /s/ Eduardo Sarganaga
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Eduardo Sarganaga
its: Director, President and CEO
EXHIBIT 10.1
STOCK EXCHANGE AGREEMENT
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This Stock Exchange Agreement (the "Agreement"), made and entered into this
12th day of November, 1998, by and among R&R Resources, Inc., a Nevada
corporation ("R&R"or the "Corporation"), and the stockholders of Centenary S.A.,
a Republic of Argentina corporation ("Centenary") listed on Exhibit A, who are
all of the stockholders of Centenary (the "Stockholders") represented by Hector
A. Patron Costas, acting on behalf of the Stockholders through Power of
Attorney.
WHEREAS, R&R desires to acquire 100% of the outstanding stock of Centenary
in exchange for 15,053,500 shares of common stock, $0.001 par value of R&R; and
WHEREAS, the Stockholders collectively own 100% of the outstanding stock of
Centenary; and
WHEREAS, the Stockholders desire to exchange their stock in Centenary for a
total amount of 15,053,500 shares of common stock of R&R; and
WHEREAS, R&R and the Stockholders agree that it is in the best interest of
R&R and the Stockholders to enter into this Agreement on the terms and
conditions set forth below; and
WHEREAS, R&R and Pilares Oil & Gas, Inc., a Texas corporation ("Pilares"),
intends to enter into a related transaction whereby Pilares will deliver to R&R
3,185,320 shares of common stock of R&R for cancellation by R&R, and whereby R&R
and Pilares will rescind the Assignment and Agreement executed on or about
November 21, 1997 (the "Pilares Transaction"); and
WHEREAS, R&R and Subsurface Energy Corp., a Texas corporation
("Subsurface") intends to enter into a related transaction whereby Subsurface
will deliver to R&R 2,060,000 shares of common stock of R&R for cancellation by
R&R, and whereby R&R and Subsurface will rescind the Assignment and Agreement
executed on or about May 28, 1998 (the "Subsurface Transaction") (the Pilares
Transaction and the Subsurface Transaction are hereinafter collectively referred
to as the "Related Transactions").
<PAGE>
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained,
and on the terms and subject to the conditions herein set forth, the parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
EXCHANGE OF SHARES
Section 1.1 Centenary Stock. Contemporaneously with the execution of
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this Agreement, the Stockholders shall transfer, convey and deliver to R&R
800,000 shares of stock of Centenary ("Centenary Stock"), which represents 100%
of the outstanding shares of stock of Centenary, and shall deliver to R&R stock
certificates representing such stock, duly transferred and nominated in favor of
R&R or accompanied by duly executed stock powers in form and substance
satisfactory to R&R. The transaction by which such transfer shall take place is
hereinafter referred to as the "Exchange".
Section 1.2 R&R Common Stock. Contemporaneously with the execution of
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this Agreement, and in exchange for the Centenary Stock transferred to R&R by
the Stockholders, R&R shall deliver to the Stockholders a total of 15,053,500
shares of common stock of R&R ("R&R Common Stock"), and shall deliver to the
Stockholders stock certificates representing such stock, all with restricted
legend, in such amounts and to the Stockholders as set forth in Exhibit A.
<PAGE>
ARTICLE II
THE CLOSING
The Closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at 10:00 a.m. on November 12, 1998 (the "Closing
Date"), at the offices of Patrick C. Clary, Chartered, 502 South Fourth Street,
Suite 360, Las Vegas, Nevada 89101 or at such other time and place as agreed
upon among the parties hereto.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Each of the Stockholders hereby severally represent and warrant to R&R as
follows:
Section 3.1 Ownership of the Centenary Stock. The Stockholder owns,
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beneficially and of record, that number of shares of Centenary Stock set forth
opposite the Stockholder's name on Exhibit A hereto. The shares of Centenary
stock are owned by such Stockholder free and clear of any liens, claims,
equities, charges, options, rights of first refusal, or encumbrances. The
Stockholder has the unrestricted right and power to transfer, convey and deliver
full ownership of such shares without the consent or agreement of any other
person and without any designation, declaration or filing with any governmental
authority and upon the transfer of such shares to R&R as contemplated herein,
R&R will receive good and valid title thereto, free and clear of any liens,
claims, equities, charges, options, rights of first refusal, encumbrances or
other restrictions (except those imposed by applicable securities laws).
Section 3.2 Authorization. Each of the Stockholders is a person of
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full age of majority, with full power, capacity, and authority to enter into
this Agreement and perform the obligations contemplated hereby by and for
<PAGE>
himself and his spouse. All action on the part of the Stockholders necessary
for the authorization, execution, delivery and performance of this Agreement by
the Stockholders has been taken and will be taken prior to Closing. This
Agreement, when duly executed and delivered in accordance with its terms, will
constitute legal, valid, and binding obligations of the Stockholders enforceable
against the Stockholders in accordance with its terms, except as may be limited
by bankruptcy, insolvency, and other similar laws affecting creditors' rights
generally or by general equitable principles.
Section 3.3 Pending Claims. There is no claim, suit, action or
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proceeding, whether judicial, administrative or otherwise, pending or, to the
best of the Stockholders' knowledge, threatened with respect to the transfer to
R&R of the Centenary Stock owned by the Stockholders or the performance of this
Agreement by the Stockholders.
Section 3.4 Litigation. No litigation is pending, or, to Stockholders'
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knowledge, threatened, against the Stockholders, which seeks to restrain or
enjoin the execution and delivery of this Agreement or any of the documents
referred to herein or the consummation of any of the transactions contemplated
hereby or thereby.
Section 3.5 Disclosure. No representation or warranty of the
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Stockholders contained in this Agreement (including any exhibits hereto)
contains any untrue statement or omits to state a material fact necessary in
order to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF R&R
R&R hereby represents and warrants to the Stockholders as follows:
<PAGE>
Section 4.1 Organization and Capitalization. R&R is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
Nevada, with full power and authority and all necessary governmental and
regulatory licenses, permits and authorizations to carry on the businesses in
which it is engaged, to own the properties that it owns currently and will own
at the Closing. R&R is qualified as a foreign corporation and is in good
standing in each jurisdiction in which the failure to qualify would have a
material adverse effect on the business, properties or condition (financial or
otherwise) of R&R. R&R does not have any subsidiaries or any other investments
or ownership interest in any corporation, partnership, joint venture or other
business enterprise, except as set forth in Exhibit 4.1. The authorized capital
stock of R&R consists of 50,000,000 shares of common stock, $0.001 par value, of
which, immediately prior to the Closing, 9,155,230 shares of common stock are
validly issued and outstanding. There are no shares of preferred stock
authorized, issued or outstanding. Concurrent with the consummation of all of
the terms and conditions to Closing by all of the parties hereto as provided for
in Article V, R&R will cause such corporate action to be taken to complete the
Related Transactions and to cancel the 3,185,320 and 2,060,000 shares of common
stock of R&R received by R&R from Pilares and Subsurface, respectively, as part
of the Related Transactions. All of such issued and outstanding shares of
common stock of R&R have been duly authorized are validly issued and are fully
paid and non-assessable. None of the shares were issued in violation of any
preemptive rights. There are no existing warrants, options, rights of first
refusal, conversion rights, calls, commitments or other agreements of any
character pursuant to which R&R is or may become obligated to issue any of its
stock or securities. R&R has no obligation to repurchase, reacquire or redeem
any of its outstanding capital stock.
<PAGE>
Section 4.2 Authorization. R&R is a corporation with full power,
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capacity, and authority to enter into this Agreement and perform the obligations
contemplated hereby by and for itself. All action on the part of R&R necessary
for the authorization, execution, delivery and performance of this Agreement by
R&R has been taken or will be taken prior to Closing. This Agreement, when duly
executed and delivered in accordance with its terms, will constitute legal,
valid, and binding obligations of R&R enforceable against R&R in accordance with
its terms, except as may be limited by bankruptcy, insolvency, and other similar
laws affecting creditors' rights generally or by general equitable principles.
Section 4.3 No Breaches or Defaults. The execution, delivery, and
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performance of this Agreement by R&R does not: (i) conflict with, violate, or
constitute a breach of or a default under, (ii) result in the creation or
imposition of any lien, claim, or encumbrance of any kind upon the R&R Common
Stock, or (iii) require any authorization, consent, approval, exemption, or
other action by or note to or filing with any third party or Governmental
Authority under any provision of: (a) any applicable Legal Requirement, or (b)
any credit or loan agreement, promissory note, or any other agreement or
instrument to which R&R is a party or by which the R&R Common Stock may be bound
or affected. For purposes of this Agreement, "Governmental Authority" means any
foreign governmental authority, the United States of America, any state of the
United States, and any political subdivision of any of the foregoing, and any
agency, department, commission, board, bureau, court, or similar entity, having
jurisdiction over the parties hereto or their respective assets or properties.
For purposes of this Agreement, "Legal Requirement" means any law, statute,
ordinance, writ, injunction, decree, requirement, order, judgment, rule, or
regulation (or interpretation of any of the foregoing) of, and the terms of any
license or permit issued by, any Governmental Authority.
<PAGE>
Section 4.4 Pending Claims. There is no claim, suit, action or
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proceeding, whether judicial, administrative or otherwise, pending or, to the
best of R&R knowledge, threatened with respect to the transfer to the
Stockholders of the R&R Common Stock or the performance of this Agreement by
R&R.
Section 4.5 Consents. No permit, consent, approval or authorization
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of, or designation, declaration or filing with, any Governmental Authority or
any other person or entity is required on the part of R&R in connection with the
execution and delivery by R&R of this Agreement or the consummation and
performance of the transactions contemplated hereby.
Section 4.6 Financial Information. R&R has delivered to the
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Stockholders the audited balance sheets of R&R dated as of December 31, 1997,
together with the related statements of income, changes in shareholder's equity
and cash flow for the years then ended, including the related notes, all
certified by Kurt D. Saliger, certified public accountant. In addition, R&R has
delivered to the Stockholders its interim unaudited financial statements as
filed with the Securities and Exchange Commission ("SEC") for the three month
periods ending March 31, 1998, June 30, 1998, and September 30, 1998 (the
audited balance sheet and interim financial statements are collectively referred
to as the "Financial Statements"). Such Financial Statements, including the
related notes, are in accordance with the books and records of R&R and fairly
present the financial position of R&R and the results of operations and changes
in financial position of R&R as of the dates and for the periods indicated, in
each case in conformity with generally accepted accounting principles applied on
a consistent basis. Except as, and to the extent reflected or reserved against
in the Financial Statements, R&R, as of the date of the Financial Statements,
has no liability or obligation of any nature, whether absolute, accrued,
contingent or otherwise, not fully reflected or reserved against in the
Financial Statements. As of the Closing Date, there will not have been any
material change in the financial condition of R&R from that reflected in the
latest Financial Statements of R&R furnished to the Stockholders pursuant
hereto. As of the Closing Date and upon the consummation of the Related
Transactions, R&R will have no assets or liabilities or obligations of any
nature, whether absolute, accrued, contingent or otherwise, nor will R&R be a
co-maker or guarantor in connection with any other transaction or matter of any
kind.
<PAGE>
Section 4.7 Taxes. Except as disclosed in Exhibit 4.7, R&R has filed
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all federal tax returns and reports due or required to be filed, and has paid
all taxes, interest payments and penalties, if any, required to be paid with
respect thereto. R&R has no taxes due or accruable for any periods ending on or
before the Closing Date to any taxing authority and is not delinquent in the
payment of any tax or governmental charge of any nature.
Section 4.8 Compliance with Laws. R&R is, and at all times prior to
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the date hereof has been, in compliance with all statutes, orders, rules,
ordinances and regulations (including without limitation, statutes, orders,
rules, ordinances and regulations pertaining to zoning, health, safety,
environmental and securities law matters) applicable to it or to the ownership
of its assets or the operation of its businesses and R&R has no basis to expect,
nor has received, any order or notice of any such violation or claim of
violation of any such statute, order, rule, ordinance or regulation.
Section 4.9 Book and Records. The books of account, minute books,
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stock record books and other records of R&R, all of which have been made
available to the Stockholders, are accurate and complete and have been
maintained in accordance with sound business practices. At the Closing, all of
these books and records will be in the possession of R&R.
Section 4.10 SEC Reports. R&R has filed with the SEC all of the
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reports required to be filed with the SEC pursuant to Sections 12, 13 and 15 of
the Securities Exchange Act of 1934, as amended. As of their respective dates,
such reports and statements did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.
<PAGE>
Section 4.11 No Pending Transactions. There are no contracts,
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agreements, commitments, understandings or proposed transactions, whether
written or oral, to which R&R is a party or by which it is bound. Except for
the transactions contemplated by this Agreement, R&R is not a party to or bound
by or the subject of any agreement, undertaking, commitment or discussions or
negotiations with any person that could result in (i) the sale, merger,
consolidation or recapitalization of R&R, or (ii) the sale of all or
substantially all of the assets of R&R.
Section 4.12 Litigation. No litigation is pending, or, to R&R's
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knowledge, threatened, against R&R, or its assets or properties which seeks to
restrain or enjoin the execution and delivery of this Agreement or any of the
documents referred to herein or the consummation of any of the transactions
contemplated hereby or thereby. There are no judgments or outstanding orders,
injunctions, decrees, stipulations or awards against R&R or any of its assets or
properties.
Section 4.13 Brokerage Commission. No broker or finder has acted for
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R&R in connection with this Agreement or the transactions contemplated hereby,
and no person is entitled to any brokerage or finder's fee or compensation in
respect thereof based in any way on agreements, arrangements or understandings
made by or on behalf of the R&R.
Section 4.14 Disclosure. No representation or warranty of R&R
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contained in this Agreement (including the exhibits hereto) contains any untrue
statement or omits to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading.
<PAGE>
ARTICLE V
CLOSING; DELIVERY
Section 5.1(a) Closing Documents of the Stockholders. The obligations
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of R&R to effect the transactions contemplated hereby are subject to the
delivery by the Stockholders at Closing of certificates evidencing their
Centenary Stock duly endorsed for transfer by the Stockholders to R&R as
contemplated by this Agreement, in form and substance satisfactory to counsel
for R&R.
Section 5.1(b) Closing Documents of R&R. The obligations of the
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Stockholders to effect the transactions contemplated hereby are subject to each
of the following conditions:
(i) The Stockholders shall have received an officers and directors
certificate, dated the Closing Date and signed by the officers and
directors of R&R that the representations and warranties made by R&R
in Article IV hereof are true and correct on the Closing Date;
(ii) R&R shall have delivered either (i) certificates evidencing R&R's
Common Stock, duly executed for issuance by R&R to the Stockholders as
contemplated by this Agreement in the amounts as set forth in Exhibit
A, or (ii) letter of instructions from a duly authorized officer of
R&R to Silverado Stock Transfer, Inc., a Nevada corporation (R&R's
transfer agent), instructing the transfer agent to duly issue stock
certificates evidencing the shares of Common Stock of R&R to the
Stockholders, all as contemplated by this Agreement, in form and
substance satisfactory to counsel for the Stockholders;
(iii)The Related Transactions shall be consummated concurrently with the
Closing and the 5,245,230 shares of common stock of R&R shall have
been returned to the treasury and canceled and the Stockholders shall
have been provided with documentation thereof;
(iv) The Board of Directors of R&R shall have approved and authorized the
transactions contemplated herein and the Related Transaction;
(v) The Board of Directors of R&R shall have appointed Hector A. Patron
Costas, Eduardo Sarganaga and Claudio Roman as new directors of R&R;
(vi) R&R shall provide to the Stockholders the written resignations of all
other existing Directors of R&R; and
<PAGE>
(vii)R&R shall provide to the Stockholders the written legal opinion of
Patrick C. Clary, Chartered, as set forth in Exhibit 5.1(b)(viii)
dated as of the Closing Date, in form and substance satisfactory to
the Stockholders and its counsel.
ARTICLE VI
NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
Section 6.1 Nature of Statements. All statements contained herein, or
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in any certificate or other written instrument delivered by or on behalf of R&R
or the Stockholders pursuant to this Agreement shall be deemed representations
and warranties by R&R or the Stockholders, as the case may be. No investigation
by any party hereto nor failure by any party hereto, to make any investigation,
shall constitute a waiver of any representation, warranty, covenant, or
agreement of any party hereto, nor relieve such other party of any obligation
with respect to the accuracy or fulfillment thereof.
Section 6.2 Survival of Representations and Warranties. Regardless of
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any investigation at any time made by or on behalf of any party hereto or of any
information any party may have in respect hereof, all covenants, agreements,
representations, and warranties made hereunder or pursuant hereto or in
connection with the transactions contemplated hereby shall survive Closing and
continue in effect thereafter for the maximum period allowed by law.
ARTICLE VII
INDEMNIFICATION
Section 7.1 Indemnification from the Stockholders. The Stockholders
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severally agree to and shall indemnify, defend (with legal counsel reasonably
acceptable to R&R), and hold R&R and its officers and directors harmless at
all times after the date of this Agreement, from and against and in respect of,
any liability, claim, deficiency, loss, damage, penalty or injury, and all
<PAGE>
reasonable costs and expenses (including reasonable attorneys' fees and costs of
any suit related thereto) suffered or incurred by R&R arising from (a) any
misrepresentation by, or breach of any covenant or warranty of the Stockholders
contained in this Agreement, or any exhibit, certificate, or other instrument
furnished or to be furnished by the Stockholders hereunder, (b) any
nonfulfillment of any agreement on the part of the Stockholders under this
Agreement, or (c)from any material misrepresentation in or material omission
from, any certificate or other instrument furnished or to be furnished to R&R
hereunder.
Section 7.2 Indemnification from R&R. R&R agrees to and shall
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indemnify, defend (with legal counsel reasonably acceptable to the Stockholders)
and hold the Stockholders, their agents, affiliates and assigns harmless at all
times after the date of the Agreement from and against, and in respect of any
liability, claim, deficiency, loss, damage, penalty or injury, and all
reasonable costs and expenses (including reasonably attorneys' fees and costs of
any suit related thereto) suffered or incurred by the Stockholders, arising from
(a) any misrepresentation by, or breach of any covenant or warranty of R&R
contained in this Agreement or any exhibit, certificate, or other agreement or
instrument furnished or to be furnished by R&R hereunder, or any claim by a
third party (regardless of whether the claimant is ultimately successful), which
if true, would be such a misrepresentation or breach; (b) any nonfulfillment of
any agreement on the part of R&R under this Agreement, or from any
misrepresentation in or omission from, any exhibit, certificate or other
agreement or instrument furnished or to be furnished to the Stockholders
hereunder; or (c) any suit, action, proceeding, claim or investigation against
the Stockholders which arises from or which is based upon or pertaining to R&R's
conduct or operation of the business of the R&R and any other matter or state of
facts relating to the transactions contemplated herein subsequent to Closing.
<PAGE>
Section 7.3 Defense of Claims. If any lawsuit or enforcement action is
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filed against any party entitled to the benefit of indemnity hereunder, written
notice thereof shall be given to the indemnifying party as promptly as
practicable (and in any event not less than fifteen (15) days prior to any
hearing date or other date by which action must be taken); provided that the
failure of any indemnified party to give timely notice shall not affect rights
to indemnification hereunder except to the extent that the indemnifying party
demonstrates actual damage caused by such failure. After such notice, the
indemnifying party shall be entitled, if it so elects, to take control of the
defense and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the indemnifying
party's cost, risk and expense; and such indemnified party shall cooperate in
all reasonable respects, at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or action and any appeal arising therefrom; provided, however, that the
indemnified party may, at its own cost, participate in such investigation, trial
and defense of such lawsuit or action and any appeal arising therefrom. The
indemnifying party shall not, without the prior written consent of the
indemnified party, effect any settlement of any proceeding in respect of which
any indemnified party is a party and indemnity has been sought hereunder unless
such settlement of a claim, investigation, suit, or other proceeding only
involves a remedy for the payment of money by the indemnifying party and
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.
Section 7.4 Default of Indemnification Obligation. If an entity or
----------------------------------------
individual having an indemnification, defense and hold harmless obligation, as
above provided, shall fail to assume such obligation, then the party or entities
or both, as the case may be, to whom such indemnification, defense and hold
harmless obligation is due shall have the right, but not the obligation, to
<PAGE>
assume and maintain such defense (including reasonable counsel fees and costs of
any suit related thereto) and to make any settlement or pay any judgment or
verdict as the individual or entities deem necessary or appropriate in such
individual's or entities' absolute sole discretion and to charge the cost of any
such settlement, payment, expense and costs, including reasonable attorneys'
fees, to the entity or individual that had the obligation to provide such
indemnification, defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may be.
ARTICLE VIII
CONDITIONS SUBSEQUENT
Section 8.1. American Stock Exchange Listing. Following the Closing and
-------------------------------
the consummation of the transactions contemplated hereunder, R&R will use its
best efforts to meet the listing requirements of the American Stock Exchange and
thereafter, to apply, as soon as is reasonably practicable, for a listing on the
American Stock Exchange.
Section 8.2. Appointment of Director. The Stockholders agree to cause
------------------------
the appointment of Claudio Roman as a director of R&R until the next annual
meeting of the Stockholders of R&R or until his successor has been elected.
ARTICLE IX
COVENANTS OF STOCKHOLDERS
Section 9.1 No reverse split of Common Stock of R&R. The Stockholders
---------------------------------------
will not take any action to cause R&R to effectuate a reverse stock split of its
common stock during the one year period commencing on the date hereon.
<PAGE>
ARTICLE X
MISCELLANEOUS
Section 10.1 Notices. All notices and other communications provided
-------
for herein shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid, or overnight air courier guaranteeing next day
delivery:
(a) If to R&R, to:
R&R Resources, Inc.
520 S. Fourth St., Suite 360
Las Vegas, NV 89101
With a copy to:
Patrick C. Clary, Chartered
520 South Fourth Street, Suite 360
Las Vegas, Nevada 89101
(b) If to the Stockholders to:
Centenary Stockholders
at their address reflected on Exhibit A
With a copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; three days after being
deposited in the mail, postage prepaid, sent certified mail, return receipt
requested, if mailed; and the next day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.
<PAGE>
If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.
Any party hereto may change its address by notifying the other parties as
provided for in this notice provision.
Section 10.2 Waiver. Any waiver of any provision of this Agreement
------
shall be effective only if in writing, and no waiver of any provision of this
Agreement shall constitute a waiver of any other provision of this Agreement,
nor shall such waiver constitute a waiver of any subsequent breach of such
provision.
Section 10.3 Assignment. This Agreement shall be binding upon and
----------
shall inure to the benefit of the parties and their respective successors and
assigns and may not be assigned unless agreed to in writing by all parties
hereto.
Section 10.4 Counterparts. This Agreement may be executed in multiple
------------
counterparts, each of which shall be deemed an original but all of which shall
be deemed one instrument.
Section 10.5 Section Headings. The section headings contained in this
----------------
Agreement are for convenient reference only and shall not in any way affect the
meaning or interpretation of this Agreement.
Section 10.6 Entire Agreement. This Agreement, the documents to be
-----------------
executed hereunder and the exhibits and schedules attached hereto constitute the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties pertaining to the subject
<PAGE>
matter hereof, and there are no warranties, representations or other agreements
among the parties in connection with the subject matter hereof except as
specifically set forth herein or in documents delivered pursuant hereto. No
supplement, amendment, alteration, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the parties hereto.
All of the exhibits and schedules referred to in this Agreement are hereby
incorporated into this Agreement by reference and constitute a part of this
Agreement.
Section 10.7 Validity. The invalidity or unenforceability of any
--------
provision of this Agreement shall not effect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
Section 10.8 Governing Law. This Agreement shall be construed and
--------------
enforceable under and in accordance and governed by the laws of the State of
Texas.
Section 10.9 Costs and Expenses. R&R and the Stockholders shall each
-------------------
pay their own respective fees and disbursements incurred in connection with this
Agreement.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the day and year first above written.
R&R RESOURCES, INC.
By: /s/ William Batts
President
STOCKHOLDERS OF CENTENARY S.A.:
CENTENARY GROUP, S.A.
By: /s/ Hector A. Patron Costas
/s/ Hector A. Patron Costas
/s/ Guillermo A. Aguilar Penalva, by
Hector A. Patron Costas, pursuant to
Power of Attorney
/s/ Julio A. Descals Seall, by
Hector A. Patron Costas, pursuant to
Power of Attorney
/s/ Julio Descals Fernandez, by
Hector A. Patron Costas, pursuant to
Power of Attorney
<PAGE>
EXHIBIT A
Stockholder Shares of Shares of
and Address Centenary to Exchange R&R to Receive
- --------------------------------- --------------------- ---------------
Centenary Group S.A. 720,000 15,053,500*
Juncal 1327 D-P. 18 Ap. 1801
Uruguay
Hector A. Patron Costas 32,000 *
Florida 670 2nd Floor
Argentina
Guillermo A. Aguilar Penalva 32,000 *
Florida 670 2nd Floor
Argentina
Julio A. Descals Seall 8,000 *
Florida 670 2nd Floor
Argentina
Julio Descals Fern ndez 8,000 *
--------------------- ---------------
Florida 670 2nd Floor
Argentina
Total 800,000 15,053,500
Being 100% of the
outstanding shares of
Centenary S.A.
* Shares to be issued to Centenary Group S.A. pursuant to power of attorney.
<PAGE>
RESCISSION AGREEMENT EXHIBIT 10.2
---------------------
THIS RESCISSION AGREEMENT is made this day of November, 1998 by and between
--
R & R RESOURCES, INC., a Nevada corporation (hereinafter called "the the
Company"), and PILARES OIL & GAS, INC., a Texas corporation (hereinafter called
"Pilares").
W I T N E S S E T H :
WHEREAS the parties hereto entered into that certain Assignment and Agreement
dated November 21, 1997 ("the Assignment and Agreement"herein), whereby Pilares
sold and assigned to the Company 300,000 shares of stock (hereinafter called
"the Paint Rock Shares") of PAINT ROCK ENERGY, INC., a Texas corporation
(hereinafter called "Paint Rock") in exchange for 3,185,230 shares of the
Company's common stock having a par value of $0.001 per share (hereinafter
called "the Subject Company Shares") on the terms and conditions set forth
therein; and
WHEREAS the parties hereto with to rescind the Assignment and Agreement and all
of the transactions thereunder on the terms and conditions contained herein;
NOW THEREFORE, the parties hereto, in consideration of the promises and
covenants hereinafter contained, hereby agree as follows:
1. Rescission. The parties hereto rescind the Assignment and Agreement and all
----------
of the transactions provided for thereunder, and, at the closing on the Closing
Date (as hereinafter defined), the Paint Rock Shares will be returned to Pilares
and the Subject Company Shares will be returned to Pilares.
3. Representations by Pilares to the Company. Pilares represents and warrants
------------------------------------------
to the Company as follows:
a. Pilares and Paint Rock were duly organized, are and, on the Closing
Date (as hereinafter defined,) will be validly existing under and pursuant to
the laws of the State of Texas with full power to conduct the business in which
they are engaged.
b. This Rescission Agreement has been duly authorized, executed and
delivered on behalf of Pilares, enforceable in accordance with its terms, and
Pilares has full power and lawful authority to enter into this Rescission
Agreement on the terms and conditions herein set forth.
<PAGE>
c. The consummation of the transactions contemplated by this Rescission
Agreement in compliance with the provisions hereof will not result in any breach
of any of the terms, conditions, or provisions of, or constitute a default
under, or result in the creation of any lien, charge, or encumbrance on, any
property or assets of Pilares pursuant to any indenture, mortgage, deed of
trust, agreement, articles of incorporation, bylaws, contract, or other
instrument to which Pilares is a party or by which Pilares may be bound.
d. The Paint Rock Shares, when issued by Paint Rock, were validly issued
by Paint Rock, and, when assigned and transferred to the Company and were
legally and beneficially owned by Pilares, free and clear of all claims, liens,
and encumbrances.
e. The Subject Company Shares are, and, on the Closing Date (as
hereinafter defined), prior to their return and transfer to the Company, will be
legally and beneficially owned by Pilares, free and clear of any liens, claims,
equities, charges, options, rights of first refusal, or encumbrances. Pilares
has the unrestricted right and power to transfer, convey and deliver all
ownership of the Subject Company Shares without the consent or agreement of any
other person and without any designation, declaration or filing with any
governmental authority and upon the transfer of such shares to the Company as
contepmplated herein, the Company will receive good and valid title thereto,
free and clear of any liens, claims, equities, charges, options, rights of first
refusal, encumbrances or other restrictions (except those imposed by appliable
securities laws).
f. Paint Rock is and will be on the Closing Date (as hereinafter defined)
in good standing as a Texas corporation.
3. Representations of the Company. The the Company represents and warrants to
-------------------------------
Pilares as follows:
a. The Company, which was incorporated on June 10, 1997, was duly
organized and is and, on the Closing Date (as hereinafter defined) will be
validly existing under and pursuant to the laws of the State of Nevada with full
power to conduct the business in which in intends to engage.
b. This Rescission Agreement has been duly authorized, executed and
delivered on behalf of the the Company, enforceable in accordance with its
terms, and the the Company has full power and lawful authority to enter into
this Rescission Agreement on the terms and conditions herein set forth.
<PAGE>
c. The consummation of the transactions contemplated by this Rescission
Agreement in compliance with the provisions hereof will not result in any breach
of any of the terms, conditions, or provisions of, or constitute a default
under, or result in the creation of any lien, charge, or encumbrance on, any
property or assets of the Company pursuant to any indenture, mortgage, deed of
trust, agreement, articles of incorporation, bylaws, contract, or other
instrument to which the the Company is a party or by which the the Company may
be bound.
d. The Paint Rock Shares are, and on the Closing Date (as hereinafter
defined), prior to their return and transfer to Pilares, will be legally and
beneficially owned by the Company, free and clear of all claims, liens, and
encumbrances.
e. There is no litigation presently pending or threatened against the the
Company.
f. The total number of shares of the common stock which the the Company is
authorized to issue is fifty million (50,000,000) shares of common stock having
a par value of $0.001 per share.
4. Indemnification. The parties hereto agree to and shall indemnify each other
---------------
and their successors, assigns, heirs, and personal representatives against any
and all damages resulting from any breach of any representation, warranty, or
agreement set forth in this Rescission Agreement or the untruth or inaccuracy
thereof. The parties hereto further agree to and shall indemnify each other and
their successors, assigns, heirs, and personal representatives against any and
all debts, liabilities, choses in action, or claims of any nature, absolute or
contingent, resulting from such breach, untruth or inaccuracy. This indemnity
shall survive the closing of the transactions contemplated hereunder but shall
be limited to liabilities of which one party hereto shall receive notice in
writing from the other party or their or its successors and assigns within five
(5) years from the date hereof. Such party or his, her, or its successors and
assigns shall notify the other parties or parties of any such liabilities,
breach of warranty, untruth, or inaccuracy of representation or any claim
thereof with reasonable promptness, and such party or parties or their or its
successors and assigns shall have, at their election, the right to compromise or
defend any such matter involving asserted liability through counsel of their own
choosing and at their expense. Such notice and opportunity to compromise or
defend, if applicable, shall be a condition precedent to any liability of such
party under this indemnity. In the event that a party hereto undertakes to
compromise or defend any such liability, then such party shall notify the other
party or their or its successors and assigns shall cooperate with the other
party or parties and their or its counsel in the compromising or defending
against any such liabilities.
<PAGE>
5. Survival of Representations. The representations, warranties, and
-----------------------------
agreements of the parties hereto contained in this Rescission Agreement shall
not be discharged or dissolved upon but shall survive the closing hereunder and
shall be unaffected by any investigation made by any party at any time.
6. Closing. The closing of the transaction contemplated hereunder, including
-------
but not limited to the delivery of the Paint Rock Shares and the Subject Company
Shares will take place at the Law Offices of Patrick C. Clary, Chartered,
located at 520 South Fourth Street, Suite 360, Las Vegas, Nevada 89101, on
November, 1998, or on such other date as is agreed to in writing by the parties
hereto ("the Closing Date" herein).
7. Notices. Any notices to be given hereunder by one party hereto to the other
-------
party hereto shall be deemed to have been made if personally delivered or sent
by certified mail, return receipt requested, Federal Express, United Parcel
Service, Airborne Express, Express Mail or other overnight mail service, or
facsimile transmission and addressed as follows:
If to the Company: R & R Resources, Inc.
520 South Fourth Street, Suite 360
Las Vegas, Nevada 89101
If to Pilares: Pilares Oil & Gas, Inc
3241 South First Street
Abilene, Texas 79605
The foregoing addresses may be changed in the same manner as provided
hereinabove for the giving of notices.
8. Attorneys' Fees. If any litigation is commenced between the parties hereto
----------------
or their representatives concerning any provisions of this Rescission Agreement
or the rights and duties of any person or entity in relation to it, the party
prevailing in such litigation shall be entitled, in addition to such other
relief as may be granted, to a reasonable sum as and for her or its attorneys'
fees in such litigation.
9. Counterparts. This Rescission Agreement may be executed in counterparts and
------------
as executed shall constitute one Rescission Agreement, binding on both of the
parties to it, notwithstanding that both parties are not signatory to the
original or to the same counterpart.
10. Binding Effect. Except as otherwise provided to the contrary, this
---------------
Rescission Agreement shall be binding upon and inure to the benefit of the
parties signatory to this Rescission Agreement and their personal
representatives, heirs, successors and assigns.
<PAGE>
11. Headings. The headings of the paragraphs of this Rescission Agreement in
--------
no way define, limit, extend or interpret the scope of this Rescission Agreement
or of any particular paragraph or section.
12. Additional Documents. Each of the parties hereto agrees to execute with
---------------------
acknowledgment or affidavit, if required, any and all additional documents which
may be necessary or expedient in the consummation of this Rescission Agreement
and the achievement of its purposes.
13. Validity. If any provision of this Rescission Agreement is held to be
--------
invalid, the same shall not affect in any respect whatsoever the validity of the
remainder of this Rescission Agreement.
14. Interpretation. When the context in which words are used in this
--------------
Rescission Agreement indicates that such is the intent, words in the singular
number shall include the plural and in the masculine gender shall include the
feminine and neuter, and vice versa.
15. Applicable Law. It is the intention of the parties that the laws of the
---------------
State of Nevada govern the validity of this Rescission Agreement, the
construction of its terms and conditions, and the interpretation of the rights
and duties of the parties.
16. Integrated Agreement. This Rescission Agreement constitutes the entire
---------------------
understanding and agreement between the parties with respect to the subject
matter of it, and there are no agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth or
provided in this Rescission Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Rescission Agreement
the day and year first hereinabove written.
R & R RESOURCES, INC.
By /s/ William Batts
--------------------
William Batts
ATTEST: President
/s/ Norma G. E. Eltringham
- ------------------------------
Norma G. E. Eltringham
Secretary PILARES OIL & GAS, INC.
By /s/ Childers
------------------------
Childers
ATTEST: President
/s/ Norma G. E. Eltringham
- ------------------------------
Norma G. E. Eltringham
Secretary
<PAGE>
RESCISSION AGREEMENT Exhibit 10.3
---------------------
THIS RESCISSION AGREEMENT is made this day of November, 1998 by and between R &
R RESOURCES, INC., a Nevada corporation (hereinafter called "the the Company"),
and JIMMY M. GASSIOT (hereinafter called "Gassiot").
W I T N E S S E T H :
WHEREAS the parties hereto entered into that certain Assignment and Agreement
dated May 28, 1998 ("the Assignment and Agreement"herein), whereby Gassiot sold
and assigned to the Company 50 shares of stock (hereinafter called "the
Subsurface Shares") of SUBSURFACE ENERGY CORP., a Nevada corporation
("Subsurface" herein) in exchange for 2,060,000 shares of the Company's common
stock having a par value of $0.001 per share (hereinafter called "the Subject
Company Shares") on the terms and conditions set forth therein; and
WHEREAS the parties hereto wish to rescind the Assignment and Agreement and all
of the transactions thereunder on the terms and conditions contained herein;
NOW THEREFORE, the parties hereto, in consideration of the promises and
covenants hereinafter contained, hereby agree as follows:
1. Rescission. The parties hereto rescind the Assignment and Agreement and all
----------
of the transactions provided for thereunder, and, at the closing on the Closing
Date (as hereinafter defined), the Gassiot Shares will be returned to Gassiot
and the Subject Company Shares will be returned by Gassiot to the Company.
3. Representations of Gassiot. Gassiot represents and warrants to the Company
---------------------------
as follows:
a. Subsurface was duly organized, is, and, on the Closing Date (as
hereinafter defined) will be validly existing under and pursuant to the laws of
the State of Texas with full power to conduct the business in which they are
engaged.
b. This Rescission Agreement has been duly authorized, executed and
delivered by Gassiot, enforceable in accordance with its terms. Gassiot has full
power and authority to enter into this Rescission Agreement on the terms and
conditions herein set forth.
c. The consummation of the transactions contemplated by this Rescission
Agreement in compliance with the provisions hereof will not result in any breach
of any of the terms, conditions or provisions of, or constitute a default under,
or result in the creation of any lien, charge, or encumbrance on, any property
or assets of Gassiot pursuant to any indenture, mortgage, deed of trust,
agreement, contract, or other instrument to which Gassiot is a party or by which
Gassiot may be bound.
<PAGE>
d. The Gassiot Shares, when issued by Subsurface, were validly issued by
Subsurface, and, when assigned and transferred to the Company, were legally and
beneficially owned by Gassiot, free and clear of all claims, liens, and
encumbrances.
e. The Subject Company Shares are, and, on the Closing Date (as
hereinafter defined), prior to their return and transfer to the Company, will be
legally and beneficially owned by Gassiot, free and clear of free and clear of
any liens, claims, equities, charges, options, rights of first refusal, or
encumbrances. Gassiot has the unrestricted right and power to transfer, convey
and deliver full ownership of the Subject Company Shares without the consent or
agreement of any other pereson and without any designation, declaration or
filing with any governmental authority, and, upon the transfer of such shares to
the Company as contemplated herein, the Company will receive good and valid
title thereto, free and clear of any liens, claims, equities, charges, options,
rights of first refusal, encumbrances or other restrictions (except those
imposed by applicable securities laws).
f. Subsurface is and will be on the Closing Date (as hereinafter defined)
in good standing as a Texas corporation.
3. Representations of the Company. The the Company represents and warrants to
-------------------------------
Gassiot as follows:
a. The Company, which was incorporated on June 10, 1997, was duly
organized and is and, on the Closing Date (as hereinafter defined) will be
validly existing under and pursuant to the laws of the State of Nevada with full
power to conduct the business in which in intends to engage.
b. This Rescission Agreement has been duly authorized, executed and
delivered on behalf of the the Company, enforceable in accordance with its
terms, and the the Company has full power and lawful authority to enter into
this Rescission Agreement on the terms and conditions herein set forth.
c. The consummation of the transactions contemplated by this Rescission
Agreement in compliance with the provisions hereof will not result in any breach
of any of the terms, conditions, or provisions of, or constitute a default
under, or result in the creation of any lien, charge, or encumbrance on, any
property or assets of the Company pursuant to any indenture, mortgage, deed of
trust, agreement, articles of incorporation, bylaws, contract, or other
instrument to which the the Company is a party or by which the the Company may
be bound.
<PAGE>
d. The Gassiot Shares are, and on the Closing Date (as hereinafter
defined), prior to their return and transfer to Gassiot, will be legally and
beneficially owned by the Company, free and clear of all claims, liens, and
encumbrances.
e. There is no litigation presently pending or threatened against the the
Company.
f. The total number of shares of the common stock which the the Company is
authorized to issue is fifty million (50,000,000) shares of common stock having
a par value of $0.001 per share.
4. Indemnification. The parties hereto agree to and shall indemnify each other
---------------
and their successors, assigns, heirs, and personal representatives against any
and all damages resulting from any breach of any representation, warranty, or
agreement set forth in this Rescission Agreement or the untruth or inaccuracy
thereof. The parties hereto further agree to and shall indemnify each other and
their successors, assigns, heirs, and personal representatives against any and
all debts, liabilities, choses in action, or claims of any nature, absolute or
contingent, resulting from such breach, untruth or inaccuracy. This indemnity
shall survive the closing of the transactions contemplated hereunder but shall
be limited to liabilities of which one party hereto shall receive notice in
writing from the other party or their or its successors and assigns within five
(5) years from the date hereof. Such party or his, her, or its successors and
assigns shall notify the other parties or parties of any such liabilities,
breach of warranty, untruth, or inaccuracy of representation or any claim
thereof with reasonable promptness, and such party or parties or their or its
successors and assigns shall have, at their election, the right to compromise or
defend any such matter involving asserted liability through counsel of their own
choosing and at their expense. Such notice and opportunity to compromise or
defend, if applicable, shall be a condition precedent to any liability of such
party under this indemnity. In the event that a party hereto undertakes to
compromise or defend any such liability, then such party shall notify the other
party or their or its successors and assigns shall cooperate with the other
party or parties and their or its counsel in the compromising or defending
against any such liabilities.
<PAGE>
5. Survival of Representations. The representations, warranties, and
-----------------------------
agreements of the parties hereto contained in this Rescission Agreement shall
-----
not be discharged or dissolved upon but shall survive the closing hereunder and
shall be unaffected by any investigation made by any party at any time.
6. Closing. The closing of the transaction contemplated hereunder, including
-------
but not limited to the delivery of the Gassiot Shares and the Subject Company
Shares will take place at the Law Offices of Patrick C. Clary, Chartered,
located at 520 South Fourth Street, Suite 360, Las Vegas, Nevada 89101, on
November, 1998, or on such other date as is agreed to in writing by the parties
hereto ("the Closing Date" herein).
7. Notices. Any notices to be given hereunder by one party hereto to the other
-------
party hereto shall be deemed to have been made if personally delivered or sent
by certified mail, return receipt requested, Federal Express, United Parcel
Service, Airborne Express, Express Mail or other overnight mail service, or
facsimile transmission and addressed as follows:
If to the Company: R & R Resources, Inc.
520 South Fourth Street, Suite 360
Las Vegas, Nevada 89101
If to Gassiot: Jimmy M. Gassiot
The foregoing addresses may be changed in the same manner as provided
hereinabove for the giving of notices.
8. Attorneys' Fees. If any litigation is commenced between the parties hereto
----------------
or their representatives concerning any provisions of this Rescission Agreement
or the rights and duties of any person or entity in relation to it, the party
prevailing in such litigation shall be entitled, in addition to such other
relief as may be granted, to a reasonable sum as and for her or its attorneys'
fees in such litigation.
9. Counterparts. This Rescission Agreement may be executed in counterparts and
------------
as executed shall constitute one Rescission Agreement, binding on both of the
parties to it, notwithstanding that both parties are not signatory to the
original or to the same counterpart.
<PAGE>
10. Binding Effect. Except as otherwise provided to the contrary, this
---------------
Rescission Agreement shall be binding upon and inure to the benefit of the
parties signatory to this Rescission Agreement and their personal
representatives, heirs, successors and assigns.
11. Headings. The headings of the paragraphs of this Rescission Agreement in
--------
no way define, limit, extend or interpret the scope of this Rescission Agreement
or of any particular paragraph or section.
12. Additional Documents. Each of the parties hereto agrees to execute with
---------------------
acknowledgment or affidavit, if required, any and all additional documents which
may be necessary or expedient in the consummation of this Rescission Ageement
and the achievement of its purposes.
13. Validity. If any provision of this Rescission Agreement is held to be
--------
invalid, the same shall not affect in any respect whatsoever the validity of the
remainder of this Rescission Agreement.
14. Interpretation. When the context in which words are used in this
--------------
Rescission Agreement indicates that such is the intent, words in the singular
number shall include the plural and in the masculine gender shall include the
feminine and neuter, and vice versa.
15. Applicable Law. It is the intention of the parties that the laws of the
---------------
State of Nevada govern the validity of this Rescission Agreement, the
construction of its terms and conditions, and the interpretation of the rights
and duties of the parties.
16. Integrated Agreement. This Rescission Agreement constitutes the entire
---------------------
understanding and agreement between the parties with respect to the subject
-
matter of it, and there are no agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth or
provided in this Rescission Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Rescission Agreement
the day and year first hereinabove written.
R & R RESOURCES, INC.
By /s/ William Batts
---------------------
William Batts
President
ATTEST:
Norma G. E. Eltringham
Secretary
/s/ JIMMY M. GASSIOTERGY
- ------------------------------
JIMMY M. GASSIOTERGY
