EX-10 10 exhibit101.txt AGREEMENT ON ACQUISITION OF RIGHT TO ESTABLISH PROPERTY FUND 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 ----------------- 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 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 ---------- 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 ------ 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 ------- 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). 2 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 ------------------------- BY DANIEL S. MCKINNEY TITLE DIRECTOR AND PRESIDENT /S/ DANIEL S. MCKINNEY ------------------------- Daniel S. McKinney /S/ SIMON LANDY ----------------- Simon Landy /S/ NICHOLAS ST. JOHNSTON ---------------------------- Nicholas St. Johnston