fsb22008ex10_elmaniel.htm


     

    


    STOCK
      PURCHASE AGREEMENT AND SHARE EXCHANGE

    


    


    


    By
      and
      among

    


    El
      Maniel
      International, Inc.

    


    A
      Nevada
      Corporation

    


    And

    


    El
      Maniel
      Cigar Company

    


    


    A
      Nevada
      Corporation

    


    


    


    


    


    


    


    Effective
      as of September 28, 2007

    


    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    


    STOCK
      PURCHASE AGREEMENT AND SHARE EXCHANGE

    


    THIS
      STOCK PURCHASE AGREEMENT AND
      SHARE EXCHANGE, made and entered into this 28th day of September, 2007,
      by and among El Maniel International, Inc., a Nevada corporation with its
      principal place of business located at 7424 Brighton Village Drive, Raleigh
      NC
      27616 ("EMI"); El Maniel Cigar Company, a Nevada Corporation with its principal
      place of business at 7424 Brighton Village Drive, Raleigh NC 27616
      ("EMC").

    


    Premises

    


    A.  This
      Agreement provides for the
      acquisition of EMC whereby EMC shall become a wholly owned subsidiary of EMI
      and
      in connection therewith

    


     B.  The
      boards of directors
      of EMI and EMC have determined, subject to the terms and conditions set forth
      in
      this Agreement, that the transactioncontemplated hereby is desirable and in
      the
      best interests of their stockholders, respectively. This Agreement is being
      entered into for the purpose of setting forth the terms and conditions of the
      proposed acquisition.

    


    Agreement

    


        NOW,
      THEREFORE, on the stated premises and for and in consideration of the mutual
      covenants and agreements hereinafter set forth and the mutual benefits to the
      parties to be derived here from, it is hereby agreed as follows:

    


    ARTICLE
      I

    REPRESENTATIONS,
      COVENANTS AND WARRANTIES OF

    EL
      MANIEL INTERNATIONAL, INC.

    


    As
      an inducement to and to obtain the
      reliance of EMC, EMI represents and warrants as follows:

    


        Section
      1.1  Organization.
  EMI
      is a corporation duly organized, validly existing, and in good standing under
      the laws of Nevada and has the corporate power and is duly authorized,
      qualified, franchised and licensed under all applicable laws, regulations,
      ordinances and orders of public authorities to own all of its properties and
      assets and to carry on its business in all material respects as it is now being
      conducted, including qualification to do business as a foreign corporation
      in
      the jurisdiction in which the character and location of the assets owned by
      it
      or the nature of the business transacted by it requires
      qualification.  Included in the Schedules attached hereto (hereinafter
      defined) are complete and correct copies of the articles of incorporation,
      bylaws and amendments thereto as in effect on the date hereof.  The
      execution and delivery of this Agreement does not and the consummation of the
      transactions contemplated by this Agreement in accordance with the terms hereof
      will not violate any provision of Holding's articles of incorporation or
      bylaws.  EMI has full power, authority and legal right and has taken
      all action required by law, its articles of incorporation, its bylaws or
      otherwise to authorize the execution and delivery of this
      Agreement.

    


        Section
      1.2  Capitalization.   The
      authorized capitalization of EMI consists of 100,000,000 Common Shares, $0.001
      par value per share, 10,000,000 Preferred Shares, $0.001 par value per
      share.   As of the date hereof, EMI has no common shares issued
      and outstanding.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    All
      issued and outstanding shares are
      legally issued, fully paid and nonassessable and are not issued in violation
      of
      the preemptive or other rights of any person.  EMI has no securities,
      warrants or options authorized or issued.

    


        Section
      1.3  Subsidiaries.   EMI
      has no subsidiaries.

    


        Section
      1.4  Tax Matters:
      Books and Records.

    


    
      	
              (a) 

            	
              The
                books and records, financial and others, of EMI are in all material
                respects complete and correct and have been maintained in accordance
                with
                good business accounting practices; and


            


    

    


    
      	
              (b)

            	
              EMI
                has no liabilities with respect to the payment of any country, federal,
                state, county, or local taxes (including any deficiencies, interest
                or
                penalties). 

            


    

    


    
      	
              (c)

            	
              EMI
                shall remain responsible for all debts incurred by EMI prior to the
                date
                of closing. 

            


    

    


        Section
      1.5  Litigation
      and
      Proceedings.   There are no actions, suits, proceedings or
      investigations pending or threatened by or against or affecting EMI or its
      properties, at law or in equity, before any court or other governmental agency
      or instrumentality, domestic or foreign or before any arbitrator of any kind
      that would have a material adverse affect on the business, operations, financial
      condition or income of EMI.  EMI is not in default with respect to any
      judgment, order, writ, injunction, decree, award, rule or regulation of any
      court, arbitrator or governmental agency or instrumentality or of any
      circumstances which, after reasonable investigation, would result in the
      discovery of such a default.

    


        Section
      1.6  Material
      Contract
      Defaults.  EMI is not in default in any material respect under
      the terms of any outstanding contract, agreement, lease or other commitment
      which is material to the business, operations, properties, assets or condition
      of EMI, and there is no event of default in any material respect under any
      such
      contract, agreement, lease or other commitment in respect of which EMI has
      not
      taken adequate steps to prevent such a default from occurring.

    


        Section
      1.7      Information. The information
      concerning EMI as set forth in this Agreement and in the attached Schedules
      is
      complete and accurate in all material respects and does not contain any untrue
      statement of a material fact or omit to state a material fact required to make
      the statements made in light of the circumstances under which they were made,
      not misleading.

    


                Section
      1.8       Title and Related
      Matters.  EMI has good and marketable title to and is the sole
      and exclusive owner of all of its properties, inventory, interest in properties
      and assets, real and personal (collectively, the “Assets”) free and clear of all
      liens, pledges, charges or encumbrances.  EMI owns free and clear of
      any liens, claims, encumbrances, royalty interests or other restrictions or
      limitations of any nature whatsoever and all procedures, techniques, marketing
      plans, business plans, methods of management or other information utilized
      in
      connection with EMI business.   No third party has any right to,
      and EMI has not received any notice of infringement of or conflict with asserted
      rights of other with respect to any product, technology, data, trade secrets,
      know-how, proprietary techniques, trademarks, service marks, trade names or
      copyrights which, singly on in the aggregate, if the subject of an unfavorable
      decision ruling or finding, would have a materially adverse affect on the
      business, operations, financial conditions or income of EMI or any material
      portion of its properties, assets or rights.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
     Section
      1.9    Contracts    On the closing
      date:

    


    
      	
              (a)

            	
              There
                are no material contracts, agreements franchises, license agreements,
                or
                other commitments to which EMI is a party or by which it or any of
                its
                properties are bound: 

            


    

    


    
      	
              (b)

            	
              EMI
                is not a party to any contract, agreement, commitment or instrument
                or
                subject to any charter or other corporate restriction or any judgment,
                order, writ, injunction, decree or award materially and adversely
                affects,
                or in the future may (as far as EMI can now foresee) materially and
                adversely affect, the business, operations, properties, assets or
                conditions of EMI; and 

            


    

    


    
      	
              (c)

            	
              EMI
                is not a party to any material oral or written: (I) contract for
                the
                employment of any officer or employee; (ii) profit sharing, bonus,
                deferred compensation, stock option, severance pay, pension benefit
                or
                retirement plan, agreement or arrangement covered by Title IV of
                the
                Employee Retirement Income Security Act, as amended; (iii) agreement,
                contract or indenture relating to the borrowing of money; (iv) guaranty
                of
                any obligation for the borrowing of money or otherwise, excluding
                endorsements made for collection and other guaranties, of obligations,
                which, in the aggregate exceeds $1,000; (v) consulting or other contract
                with an unexpired term of more than one year or providing for payments
                in
                excess of $10,000 in the aggregate; (vi) collective bargaining agreement;
                (vii) contract, agreement or other commitment involving payments
                by it for
                more than $10,000 in the aggregate.


            


    

    


        Section  1.10    Compliance
      With Laws and Regulations.   To the best of EMI’s
      knowledge and belief, EMI has complied with all applicable statutes and
      regulations of any federal, state or other governmental entity or agency
      thereof, except to the extent that noncompliance would not materially and
      adversely affect the business, operations, properties, assets or condition
      of
      EMI or would not result in EMI incurring material liability.

    


        Section
      1.11  Insurance.   All
      of the insurable properties of EMI are insured for EMI‘s benefit under valid and
      enforceable policy or policies containing substantially equivalent coverage
      and
      will be outstanding and in full force at the Closing Date.

    


                   Section
      1.12  Approval of
      Agreement.  The directors of EMI have authorized the execution
      and delivery of the Agreement by and have approved the transactions contemplated
      hereby.

    


                    Section
      1.13   Material Transactions or
      Affiliations.  There are no material contracts or agreements of
      arrangement between EMI and any person, who was at the time of such contract,
      agreement or arrangement an officer, director or person owning of record, or
      known to beneficially own ten percent (10%) or more of the issued and
      outstanding Common Shares of EMI and which is to be performed in whole or in
      part after the date hereof.  EMI has no commitment, whether written or
      oral, to lend any funds to, borrow any money from or enter into material
      transactions with any such affiliated person.

    


    Section
      1.14  No
      Conflict With Other
      Instruments.   The execution of this Agreement and the
      consummation of the transactions contemplated by this Agreement will not result
      in the breach of any term or provision of, or constitute an event of default
      under, any material indenture, mortgage, deed of trust or other material
      contract, agreement or instrument to which EMI is a party or to which any of
      its
      properties or operations are subject.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

        Section
      1.15  Governmental
      Authorizations.   EMI has all licenses, franchises,
      permits or other governmental authorizations legally required to enable it
      to
      conduct its business in all material respects as conducted on the date hereof.
      Except for compliance with federal and state securities and corporation laws,
      as
      hereinafter provided, no authorization, approval, consent or order of, or
      registration, declaration or filing with, any court or other governmental body
      is required in connection with the execution and delivery by EMI of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    ARTICLE
      II

    REPRESENTATIONS,
      COVENANTS AND WARRANTIES OF

    El
      Maniel Cigar Company

    


    As
      an inducement to, and to obtain the
      reliance of EMI, EMC represents and warrants as follows:

    


        Section
      2.1   Organization.  EMC
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of Nevada and has the corporate power and is duly authorized, qualified,
      franchised and licensed under all applicable laws, regulations, ordinances
      and
      orders of public authorities to own all of its properties and assets and to
      carry on its business in all material respects as it is now being conducted,
      including qualification to do business as a foreign entity in the country or
      states in which the character and location of the assets owned by it or the
      nature of the business transacted by it requires qualification. Included in
      the
      Attached Schedules (as hereinafter defined) are complete and correct copies
      of
      the articles of incorporation, bylaws and amendments thereto as in effect on
      the
      date hereof. The execution and delivery of this Agreement does not and the
      consummation of the transactions contemplated by this Agreement in accordance
      with the terms hereof will not, violate any provision of EMC's certificate
      of
      incorporation or bylaws. EMC has full power, authority and legal right and
      has
      taken all action required by law, its articles of incorporation, bylaws or
      otherwise to authorize the execution and delivery of this
      Agreement.

    


        Section
      2.2   Capitalization.   The
      authorized capitalization of EMC consists of 100,000,000 Common Shares, $0.001
      par value per share and 10,000,000 Preferred Shares, par value
      $0.001.  As of the date of the merger agreement, 100,000 shares of
      common shares were outstanding.

    


    All
      issued and outstanding common
      shares have been legally issued, fully paid, are nonassessable and not issued
      in
      violation of the preemptive rights of any other person.  EMC has no
      other securities, warrants or options authorized or issued.

    


        Section
      2.3  Subsidiaries.  EMC
      has no
      subsidiaries.

    


        Section
      2.4  Tax Matters;
      Books & Records

    


    
      	
               

            	
              (a)

            	
              The
                books and records, financial and others, of EMC are in all material
                respects complete and correct and have been maintained in accordance
                with
                good business accounting practices; and


            


    

    


    
      	
               

            	
              (b)

            	
              EMC
                has no liabilities with respect to the payment of any country, federal,
                state, county, local or other taxes (including any deficiencies,
                interest
                or penalties). 

            


    

    


    
      	
            	
              (c)

            	
               EMC
                shall remain responsible for all debts incurred prior to the closing.
                

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

        Section
      2.5  Information.  The
      information concerning EMC as set forth in this Agreement and in the attached
      Schedules is complete and accurate in all material respects and does not contain
      any untrue statement of a material fact or omit to state a material fact
      required to make the statements made, in light of the circumstances under which
      they were made, not misleading.

    


        Section
      2.6   Title
      and Related
      Matters.  EMC has good and marketable title to and is the sole
      and exclusive owner of all of its properties, inventory, interests in properties
      and assets, real and personal (collectively, the "Assets") free and clear of
      all
      liens, pledges, charges or encumbrances. Except as set forth in the Schedules
      attached hereto, EMC owns free and clear of any liens, claims, encumbrances,
      royalty interests or other restrictions or limitations of any nature whatsoever
      and all procedures, techniques, marketing plans, business plans, methods of
      management or other information utilized in connection with EMC's business.
      Except as set forth in the attached Schedules, no third party has any right
      to,
      and EMC has not received any notice of infringement of or conflict with asserted
      rights of others with respect to any product, technology, data, trade secrets,
      know-how, proprietary techniques, trademarks, service marks, trade names or
      copyrights which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would have a materially adverse affect on the
      business, operations, financial conditions or income of EMC or any material
      portion of its properties, assets or rights.

    


        Section
      2.7  Litigation
      and
      Proceedings.  There are no actions, suits or proceedings
      pending or threatened by or against or affecting EMC, at law or in equity,
      before any court or other governmental agency or instrumentality, domestic
      or
      foreign or before any arbitrator of any kind that would have a material adverse
      effect on the business, operations, financial condition, income or business
      prospects of EMC.  EMC does not have any knowledge of any default on
      its part with respect to any judgment, order, writ, injunction, decree, award,
      rule or regulation of any court, arbitrator or governmental agency or
      instrumentality.

    


        Section
      2.8  Contracts.  On
      the
      Closing Date:

    


    (a)  There
      are no material
      contracts, agreements, franchises, license agreements, or other commitments
      to
      which EMC is a party or by which it or any of its properties are
      bound;

    


    (b)  EMC
      is not a party to any
      contract, agreement, commitment or instrument or subject to any charter or
      other
      corporate restriction or any judgment, order, writ, injunction, decree or award
      which materially and adversely affects, or in the future may (as far as EMC
      can
      now foresee) materially and adversely affect, the business, operations,
      properties, assets or conditions of EMC; and

    


    (c)  EMC
      is not a party to any
      material oral or written:  (i) contract for the employment of any
      officer or employee;  (ii) profit sharing, bonus, deferred
      compensation, stock option, severance pay, pension, benefit or retirement plan,
      agreement or arrangement covered by Title IV of the Employee Retirement Income
      Security Act, as amended; (iii) agreement, contract or indenture relating to
      the
      borrowing of money;  (iv) guaranty of any obligation for the borrowing
      of money or otherwise, excluding endorsements made for collection and other
      guaranties of obligations, which, in the aggregate exceeds
      $1,000;  (v)  consulting or other contract with an unexpired
      term of more than one year or providing for payments in excess of $10,000 in
      the
      aggregate;  (vi)  collective bargaining agreement;
      (vii)   contract, agreement, or other commitment involving
      payments by it for more than $10,000 in the aggregate.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

        Section
      2.9  No
      Conflict With Other
      Instruments.  The execution of this Agreement and the
      consummation of the transactions contemplated by this Agreement will not result
      in the breach of any term or provision of, or constitute an event of default
      under, any material indenture, mortgage, deed of trust or other material
      contract, agreement or instrument to which EMC is a party or to which any of
      its
      properties or operations are subject.

    


        Section
      2.10  Material
      Contract
      Defaults.  To the best of EMC's knowledge and belief, it is not
      in default in any material respect under the terms of any outstanding contract,
      agreement, lease or other commitment which is material to the business,
      operations, properties, assets or condition of EMC, and there is no event of
      default in any material respect under any such contract, agreement, lease or
      other commitment in respect of which EMC has not taken adequate steps to prevent
      such a default from occurring.

    


        Section
      2.11  Governmental
      Authorizations.   To the best of EMC’s knowledge, EMC has
      all licenses, franchises, permits and other governmental authorizations that
      are
      legally required to enable it to conduct its business operations in all material
      respects as conducted on the date hereof.  Except for compliance with
      federal and state securities or corporation laws, no authorization, approval,
      consent or order of, or registration, declaration or filing with, any court
      or
      other governmental body is required in connection with the execution and
      delivery by EMC of the transactions contemplated hereby.

    


        Section
      2.12  Compliance
      With Laws and
      Regulations. To the best of EMC's knowledge and belief, EMC has
      complied with all applicable statutes and regulations of any federal, state
      or
      other governmental entity or agency thereof, except to the extent that
      noncompliance would not materially and adversely affect the business,
      operations, properties, assets or condition of EMC or would not result in EMC's
      incurring any material liability.

    


        Section
      2.13  Insurance.  All
      of
      the insurable properties of EMC are insured for EMC‘s benefit under valid and
      enforceable policy or policies containing substantially equivalent coverage
      and
      will be outstanding and in full force at the Closing Date.

    


        Section
      2.14  Approval
      of
      Agreement. The directors of EMC have authorized the execution and
      delivery of the Agreement and have approved the transactions contemplated
      hereby.

    


        Section
      2.15   Material
      Transactions or
      Affiliations.  As of the Closing Date, there will exist no
      material contract, agreement or arrangement between EMC and any person who
      was
      at the time of such contract, agreement or arrangement an officer, director
      or
      person owning of record, or known by EMC to own beneficially, ten percent (10%)
      or more of the issued and outstanding Common Shares of EMC and which is to
      be
      performed in whole or in part after the date hereof except with regard to an
      agreement with the EMC shareholders providing for the distribution of cash
      to
      provide for payment of federal and state taxes on Subchapter S income. EMC
      has
      no commitment, whether written or oral, to lend any funds to, borrow any money
      from or enter into any other material transactions with, any such affiliated
      person.

    


     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
      III

    EXCHANGE
      PROCEDURE AND OTHER CONSIDERATION

    


        Section
      3.1  Share
      Exchange/Delivery of EMC
      Securities. On the Closing Date, the holders of all of the EMC
      Common Shares shall deliver to EMI (i) certificates or other documents
      evidencing all of the issued and outstanding EMC Common Shares, duly endorsed
      in
      blank or with executed power attached thereto in transferable form. On the
      Closing Date, all previously issued and outstanding Common Shares of EMC shall
      be transferred to EMI, so that EMC shall become a wholly owned subsidiary of
      EMI.

    


        Section
      3.2     Issuance of EMC Common
      Shares.  In exchange for EMI acquiring all of the EMC Common
      Shares tendered pursuant to Section 3.1, EMI shall issue 5,000,000 shares to
      Barbara Tejeda the sold shareholder of EMC.  Such shares are
      restricted in accordance with Rule 144 of the 1933 Securities Act.

    


        Section
      3.3  Events
      Prior to
      Closing.  Upon execution hereof or as soon thereafter as
      practical, management of EMI and EMC shall execute, acknowledge and deliver
      (or
      shall cause to be executed, acknowledged and delivered) any and all
      certificates, opinions, financial statements, schedules, agreements, resolutions
      rulings or other instruments required by this Agreement to be so delivered,
      together with such other items as may be reasonably requested by the parties
      hereto and their respective legal counsel in order to effectuate or evidence
      the
      transactions contemplated hereby, subject only to the conditions to Closing
      referenced herein below.  In addition, prior to Closing, EMC shall
      provide EMI with updated audited financial statements to be filed with EMI’s
      Form 8-K filing with the SEC within three (3) days of Closing.

    


        Section
      3.4   Closing. The
      closing
      ("Closing") of the transactions contemplated by this Agreement shall be
      September 28, 2007.

    


        Section
      3.5   Termination.

    


    
      	
              (a)

            	
              This
                Agreement may be terminated by the board of directors or majority
                interest
                of Shareholders of either EMI or EMC, respectively, at any time prior
                to
                the Closing Date if: 

            


    

    


    
      	
              (i)

            	
               there
                shall be any action or proceeding before any court or any governmental
                body which shall seek to restrain, prohibit or invalidate the transactions
                contemplated by this Agreement and which, in the judgment of such
                board of
                directors, made in good faith and based on the advice of its legal
                counsel, makes it inadvisable to proceed with the exchange contemplated
                by
                this Agreement; or 

            


    

    


    
      	
              (ii)

            	
               any
                of the transactions contemplated hereby are disapproved by any regulatory
                authority whose approval is required to consummate such transactions.
                

            


    

    


        In
      the event
      of termination pursuant to this paragraph (a) of this Section 3.5, no
      obligation, right, or liability shall arise hereunder and each party shall
      bear
      all of the expenses incurred by it in connection with the negotiation, drafting
      and execution of this Agreement and the transactions herein
      contemplated.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (b)

            	
              This
                Agreement may be terminated at any time prior to the Closing Date
                by
                action of the board of directors of EMI if EMC shall fail to comply
                in any
                material respect with any of its covenants or agreements contained
                in this
                Agreement or if any of the representations or warranties of EMC contained
                herein shall be inaccurate in any material respect, which noncompliance
                or
                inaccuracy is not cured after 20 days written notice thereof is given
                to
                EMC. If this Agreement is terminated pursuant to this paragraph (b)
                of
                this Section 3.5, this Agreement shall be of no further force or
                effect
                and no obligation, right or liability shall arise hereunder.
                

            


    

    


    
      	
              (c) 

            	
              This
                Agreement may be terminated at any time prior to the Closing Date
                by
                action of the board of directors of EMC if EMI shall fail to comply
                in any
                material respect with any of its covenants or agreements contained
                in this
                Agreement or if any of the representations or warranties of EMI contained
                herein shall be inaccurate in any material respect, which noncompliance
                or
                inaccuracy is not cured after 20 days written notice thereof is given
                to
                EMI. If this Agreement is terminated pursuant to this paragraph (d)
                of
                this Section 3.5, this Agreement shall be of no further force or
                effect
                and no obligation, right or liability shall arise hereunder.
                

            


    

    


        In
      the event
      of termination pursuant to paragraph (b) and (c) of this Section 3.5, the
      breaching party shall bear all of the expenses incurred by the other party
      in
      connection with the negotiation, drafting and execution of this Agreement and
      the transactions herein contemplated.

    


        Section
      3.6  Directors
      of EMI After
      Acquisition.  After the Closing Date, Barbara Tejada shall
      remain the only member of the Board of Directors of EMI.  Each
      director shall hold office until his successor shall have been duly elected
      and
      shall have qualified or until his earlier death, resignation or
      removal.

    


        Section
      3.7   Officers
      of EMI.
  Upon the closing, the following persons shall remain the
      officers of EMI:


    
      	 NAME  	 OFFICE
	
              Barbara
                Tejada

            	
              Chief
                Executive Officer, President 

            


    

    


    


    ARTICLE
      IV

    SPECIAL
      COVENANTS

    


        Section
      4.1  Access
      to Properties and
      Records.    Prior to closing, EMI and EMC will each
      afford to the officers and authorized representatives of the other full access
      to the properties, books and records of each other, in order that each may
      have
      full opportunity to make such reasonable investigation as it shall desire to
      make of the affairs of the other and each will furnish the other with such
      additional financial and operating data and other information as to the business
      and properties of each other, as the other shall from time to time reasonably
      request.

    


        Section
      4.2  Availability
      of Rule
      144.  EMI and EMC shareholders holding "restricted securities,”
as that term is defined in Rule 144 promulgated pursuant to the Securities
      Act
      will remain as “restricted securities”.  EMI is under no obligation to
      register such shares under the Securities Act, or otherwise. 

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      stockholders of EMI and EMC holding restricted securities of EMI and EMC as
      of
      the date of this Agreement and their respective heirs, administrators, personal
      representatives, successors and assigns, are intended third party beneficiaries
      of the provisions set forth herein.  The covenants set forth in this
      Section 4.2 shall survive the Closing and the consummation of the transactions
      herein contemplated.

    


        Section
      4.3  Special
      Covenants and Representations
      Regarding the EMI Common Shares to be Issued in the
      Exchange.  The consummation of this Agreement, including the
      issuance of the EMI Common Shares to the Shareholders of EMC as contemplated
      hereby, constitutes the offer and sale of securities under the Securities Act,
      and applicable state statutes.  Such transaction shall be consummated
      in reliance on exemptions from the registration and prospectus delivery
      requirements of such statutes which depend, inter alia, upon the circumstances
      under which the EMC Shareholders acquire such securities.

    


        Section
      4.4  Third
      Party
      Consents.   EMI and EMC agree to cooperate with each other
      in order to obtain any required third party consents to this Agreement and
      the
      transactions herein contemplated.

    


        Section
      4.5  Actions
      Prior and Subsequent to
      Closing.

    


    (a)  From
      and after the date of this
      Agreement until the Closing Date, except as permitted or contemplated by this
      Agreement, EMI and EMC will each use its best efforts to:

     

    (i)  maintain
      and keep its
      properties in states of good repair and condition as at present, except for
      depreciation due to ordinary wear and tear and damage due to
      casualty;

     

    (ii)  maintain
      in full force
      and effect insurance comparable in amount and in scope of coverage to that
      now
      maintained by it;

     

    (iii)  perform
      in all material
      respects all of its obligations under material contracts, leases and instruments
      relating to or affecting its assets, properties and business;

    


    (b)  From
      and after the date of this
      Agreement until the Closing Date, EMI will not, without the prior consent of
      EMC:

    


    (i)  
      except as otherwise specifically set forth herein, make any change in its
      articles of incorporation or bylaws;

     

    (ii) 
      declare or pay any dividend on its outstanding Common Shares, except as may
      otherwise be required by law, or effect any stock split or otherwise change
      its
      capitalization, except as provided herein;

     

    (iii)  enter
      into or amend any employment, severance or agreements or arrangements with
      any
      directors or officers;

     

    (iv)  grant,
      confer or award any options, warrants, conversion rights or other rights not
      existing on the date hereof to acquire any Common Shares; or

     

    (v)  
      purchase or redeem any Common Shares.

    


        Section
      4.6  Indemnification.

    


    
      	
              (a)

            	
              EMI
                hereby agrees to indemnify EMC, each of the officers, agents and
                directors
                and current shareholders of EMC as of the Closing Date against any
                loss,
                liability, claim, damage or expense (including, but not limited to,
                any
                and all expense whatsoever reasonably incurred in investigating,
                preparing
                or defending against any litigation, commenced or threatened or any
                claim
                whatsoever), to which it or they may become subject to or rising
                out of or
                based on any inaccuracy appearing in or misrepresentation made in
                this
                Agreement. The indemnification provided for in this paragraph shall
                survive the Closing and consummation of the transactions contemplated
                hereby and termination of this Agreement; and


            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (b)

            	
               EMC
                hereby agrees to indemnify EMI, each of the officers, agents, directors
                and current shareholders of EMI as of the Closing Date against any
                loss,
                liability, claim, damage or expense (including, but not limited to,
                any
                and all expense whatsoever reasonably incurred in investigating,
                preparing
                or defending against any litigation, commenced or threatened or any
                claim
                whatsoever), to which it or they may become subject arising out of
                or
                based on any inaccuracy appearing in or misrepresentation made in
                this
                Agreement. The indemnification provided for in this paragraph shall
                survive the Closing and consummation of the transactions contemplated
                hereby and termination of this Agreement.


            


    

    


    ARTICLE
      V

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF EMI

    


    The
      obligations of EMI under this
      Agreement are subject to the satisfaction, at or before the Closing Date, of
      the
      following conditions:

    


        Section
      5.1  Accuracy
      of
      Representations.  The representations and warranties made by
      EMI in this Agreement were true when made and shall be true at the Closing
      Date
      with the same force and effect as if such representations and warranties were
      made at the Closing Date (except for changes therein permitted by this
      Agreement), and EMI shall have performed or compiled with all covenants and
      conditions required by this Agreement to be performed or complied with by EMI
      prior to or at the Closing.  EMC shall be furnished with a
      certificate, signed by a duly authorized officer of EMI and dated the Closing
      Date, to the foregoing effect.

    


        Section
      5.2  Director
      Approval.  The Board of Directors of EMI shall have approved
      this Agreement and the transactions contemplated herein.

    


        Section
      5.3  Officer's
      Certificate. EMC shall have been furnished with a certificate dated
      the Closing Date and signed by a duly authorized officer of EMI to the effect
      that: (a) the representations and warranties of EMI set forth in the Agreement
      and in all Exhibits, Schedules and other documents furnished in connection
      herewith are in all material respects true and correct as if made on the
      Effective Date; (b) EMI has performed all covenants, satisfied all conditions,
      and complied with all other terms and provisions of this Agreement to be
      performed, satisfied or complied with by it as of the Effective Date; (c) since
      such date and other than as previously disclosed to EMC, EMI has not entered
      into any material transaction other than transactions which are usual and in
      the
      ordinary course if its business; and (d) no litigation, proceeding,
      investigation or inquiry is pending or, to the best knowledge of EMI,
      threatened, which might result in an action to enjoin or prevent the
      consummation of the transactions contemplated by this Agreement or, to the
      extent not disclosed in the EMI Schedules, by or against EMI which might result
      in any material adverse change in any of the assets, properties, business or
      operations of EMI.

    


        Section
      5.4  No
      Material Adverse
      Change. Prior to the Closing Date, there shall not have occurred any
      material adverse change in the financial condition, business or operations
      of
      nor shall any event have occurred which, with the lapse of time or the giving
      of
      notice, may cause or create any material adverse change in the financial
      condition, business or operations of EMI.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

        Section
      5.5  Other
      Items.  EMC
      shall have received such further documents, certificates or instruments relating
      to the transactions contemplated hereby as UH may reasonably
      request.

    


    ARTICLE
      VI

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF EMC

    


        The
      obligations of EMC under this Agreement are subject to the satisfaction, at
      or
      before the Closing date (unless otherwise indicated herein), of the following
      conditions:

    


        Section
      6.1  Accuracy
      of
      Representations. The representations and warranties made by EMC in
      this Agreement were true when made and shall be true as of the Closing Date
      (except for changes therein permitted by this Agreement) with the same force
      and
      effect as if such representations and warranties were made at and as of the
      Closing Date, and EMC shall have performed and complied with all covenants
      and
      conditions required by this Agreement to be performed or complied with by EMC
      prior to or at the Closing. EMI shall have been furnished with a certificate,
      signed by a duly authorized executive officer of EMC and dated the Closing
      Date,
      to the foregoing effect.

    


        Section
      6.2     Director Approval.   The
      Board of Directors of EMC shall have approved this Agreement and the
      transactions contemplated herein.

    


        Section
      6.3  Officer's
      Certificate. 
EMI shall be furnished with a certificate dated the Closing date and
      signed by a
      duly authorized officer of EMC to the effect that: (a) the representations
      and
      warranties of EMC set forth in the Agreement and in all Exhibits, Schedules
      and
      other documents furnished in connection herewith are in all material respects
      true and correct as if made on the Effective Date; and (b) EMC had performed
      all
      covenants, satisfied all conditions, and complied with all other terms and
      provisions of the Agreement to be performed, satisfied or complied with by
      it as
      of the Effective Date.

    


        Section
      6.4  No
      Material Adverse
      Change.  Prior to the Closing Date, there shall not have
      occurred any material adverse change in the financial condition, business or
      operations of nor shall any event have occurred which, with the lapse of time
      or
      the giving of notice, may cause or create any material adverse change in the
      financial condition, business or operations of EMC.

    


    ARTICLE
      VII

    MISCELLANEOUS

    


        Section
      7.1  Brokers
      and
      Finders.   Each party hereto hereby represents and
      warrants that it is under no obligation, express or implied, to pay certain
      finders in connection with the bringing of the parties together in the
      negotiation, execution, or consummation of this Agreement. The parties each
      agree to indemnify the other against any claim by any third person for any
      commission, brokerage or finder's fee or other payment with respect to this
      Agreement or the transactions contemplated hereby based on any alleged agreement
      or understanding between the indemnifying party and such third person, whether
      express or implied from the actions of the indemnifying party.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

        Section
      7.2  Law,
      Forum and
      Jurisdiction.  This Agreement shall be construed and
      interpreted in accordance with the laws of the State of North Carolina, United
      States of America.

    


        Section
      7.3  Notices.  Any
      notices or other communications required or permitted hereunder shall be
      sufficiently given if personally delivered to it or sent by registered mail
      or
      certified mail, postage prepaid, or by prepaid telegram addressed as
      follows:

    


    
      	
              If
                to EMI:

            	
              7424
                Brighton Village Drive 

            


    

    Raleigh,
      NC 27616

    


    
      	
              If
                to EMC:

            	
              7424
                Brighton Village Drive, 

            


    

    Raleigh,
      NC 27616

     

    or
      such
      other addresses as shall be furnished in writing by any party in the manner
      for
      giving notices hereunder, and any such notice or communication shall be deemed
      to have been given as of  the date so delivered, mailed or
      telegraphed.

    


        Section
      7.4  Attorneys'
      Fees. In the
      event that any party institutes any action or suit to enforce this Agreement
      or
      to secure relief from any default hereunder or breach hereof, the breaching
      party or parties shall reimburse the non-breaching party or parties for all
      costs, including reasonable attorneys' fees, incurred in connection therewith
      and in enforcing or collecting any judgment rendered therein.

    


        Section
      7.5  Confidentiality.  Each
      party hereto agrees with the other party that, unless and until the transactions
      contemplated by this Agreement have been consummated, they and their
      representatives will hold in strict confidence all data and information obtained
      with respect to another party or any subsidiary thereof from any representative,
      officer, director or employee, or from any books or records or from personal
      inspection, of such other party, and shall not use such data or information
      or
      disclose the same to others, except: (i) to the extent such data is a matter
      of
      public knowledge or is required by law to be published; and (ii) to the extent
      that such data or information must be used or disclosed in order to consummate
      the transactions contemplated by this Agreement.

    


        Section
      7.6  Schedules;
      Knowledge. Each party is presumed to have full knowledge of all
      information set forth in the other party's schedules delivered pursuant to
      this
      Agreement.

    


        Section
      7.7  Third
      Party
      Beneficiaries.  This contract is solely between EMI and EMC and
      except as specifically provided, no director, officer, stockholder, employee,
      agent, independent contractor or any other person or entity shall be deemed
      to
      be a third party beneficiary of this Agreement.

    


        Section
      7.8   Entire
      Agreement.  This
      Agreement represents the entire agreement between the parties relating to the
      subject matter hereof. This Agreement alone fully and completely expresses
      the
      agreement of the parties relating to the subject matter hereof. There are no
      other courses of dealing, understanding, agreements, representations or
      warranties, written or oral, except as set forth herein. This Agreement may
      not
      be amended or modified, except by a written agreement signed by all parties
      hereto.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

        Section
      7.9  Survival;
      Termination.  The representations, warranties and covenants of
      the respective parties shall survive the Closing Date and the consummation
      of
      the transactions herein contemplated for 18 months.

    


        Section
      7.10   Counterparts.   This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall be but a single
      instrument.

    


        Section
      7.11  Amendment
      or Waiver. 
Every right and remedy provided herein shall be cumulative with every
      other
      right and remedy, whether conferred herein, at law, or in equity, and may be
      enforced concurrently herewith, and no waiver by any party of the performance
      of
      any obligation by the other shall be construed as a waiver of the same or any
      other default then, theretofore, or thereafter occurring or existing. At any
      time prior to the Closing Date, this Agreement may be amended by a writing
      signed by all parties hereto, with respect to any of the terms contained herein,
      and any term or condition of this Agreement may be waived or the time for
      performance hereof may be extended by a writing signed by the party or parties
      for whose benefit the provision is intended.

    


        Section
      7.12  Expenses.  Each
      party herein shall bear all of
      their respective cost s and expenses incurred in connection with the negotiation
      of this Agreement and in the consummation of the transactions provided for
      herein and the preparation thereof.

    


        Section
      7.13   Headings;
      Context. The
      headings of the sections and paragraphs contained in this Agreement are for
      convenience of reference only and do not form a part hereof and in no way
      modify, interpret or construe the meaning of this Agreement.

    


        Section
      7.14  Benefit. This
      Agreement
      shall be binding upon and shall inure only to the benefit of the parties hereto,
      and their permitted assigns hereunder. This Agreement shall not be assigned
      by
      any party without the prior written consent of the other party.

    


        Section
      7.15  Public
      Announcements. Except
      as may be required by law, neither party shall make any public announcement
      or
      filing with respect to the transactions provided for herein without the prior
      consent of the other party hereto.

    


        Section
      7.16  Severability. In
      the
      event that any particular provision or provisions of this Agreement or the
      other
      agreements contained herein shall for any reason hereafter be determined to
      be
      unenforceable, or in violation of any law, governmental order or regulation,
      such unenforceability or violation shall not affect the remaining provisions
      of
      such agreements, which shall continue in full force and effect and be binding
      upon the respective parties hereto.

    


        Section
      7.17  Failure
      of Conditions;
      Termination. In the event of any of the conditions specified in this
      Agreement shall not be fulfilled on or before the Closing Date, either of the
      parties have the right either to proceed or, upon prompt written notice to
      the
      other, to terminate and rescind this Agreement. In such event, the party that
      has failed to fulfill the conditions specified in this Agreement will liable
      for
      the other parties legal fees. The election to proceed shall not affect the
      right
      of such electing party reasonably to require the other party to continue to
      use
      its efforts to fulfill the unmet conditions.

    


        Section
      7.18   No
      Strict Construction. 
The language of this Agreement shall be construed as a whole, according
      to its
      fair meaning and intendment, and not strictly for or against either party
      hereto, regardless of who drafted or was principally responsible for drafting
      the Agreement or terms or conditions hereof.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
 

        Section
      7.19  Execution
      Knowing and
      Voluntary.  In executing this Agreement, the parties severally
      acknowledge and represent that each: (a) has fully and carefully read and
      considered this Agreement; (b) has been or has had the opportunity to be fully
      apprized by its attorneys of the legal effect and meaning of this document
      and
      all terms and conditions hereof; (c) is executing this Agreement voluntarily,
      free from any influence, coercion or duress of any kind.

    


        Section
      7.20  Amendment.   At
      any time after the Closing Date, this Agreement may be amended by a writing
      signed by both parties, with respect to any of the terms contained herein,
      and
      any term or condition of this Agreement may be waived or the time for
      performance hereof may be extended by a writing signed by the party or parties
      for whose benefit the provision is intended.

    


        Section
      7.21  Conflict of
      Interest.   Both EMC and EMI understand that Anslow &
Jaclin, LLP is representing both parties in this transaction which represents
      a
      conflict of interest.  Both EMC and EMI have the right to different
      counsel due to this conflict of interest.  Notwithstanding the above,
      both EMC and EMI agree to waive this conflict and have Anslow & Jaclin, LLP
      represent both parties in the above-referenced transaction.  Both EMC
      and EMI agree to hold this law firm harmless from any and all liabilities that
      may occur or arise due to this conflict.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the
      corporate parties hereto have caused this Agreement to be executed by their
      respective officers, hereunto duly authorized, and entered into as of the date
      first above written.

    


    


    
      	
              ATTEST:

            	
              El
                Maniel International,
                Inc.

            


    

    


    ______________________________                                                          By:_______________________

    Barbara
      Tejada

    President

    


    ATTEST:                                                                                                               El
      Maniel Cigar
      Company

    


    ______________________________                                                           By:_______________________

     Barbara
      Tejada 

     President

     

     

     

    16