fs12010ex10iii_dcbrands.htm


     

    Exhibit 10.3

     

    EXCHANGE
AGREEMENT

     

    THIS AGREEMENT, dated as of
June 8, 2007 is entered into by and between Richard Pearce (“Pearce”) and DC
Brands International, Inc. (the “Company”).

     

    WITNESSETH:

     

    WHEREAS, Pearce is willing to
exchange: (i) the contractual right under his Employment Agreement to receive
56.25% of the outstanding shares of common stock, $.01 par value, of the Company
(the “Right’); and (ii) an additional Eighty Million Seven Hundred Nine Thousand
Five Hundred Twenty Three (80,709,523) shares of common stock (the “Shares”) for
One Hundred Thousand (100,000) shares of Series A Preferred Stock (the
“Preferred Stock”), having the rights, preferences and privileges set forth in
the attached Certificate of Designations ; and

     

    NOW, THEREFORE, in
consideration for the foregoing, the parties hereto agree as
follows:

     

     

    
      	1.	Exchange.  The Shares
      and Right, including all accrued interest and penalties due thereunder,
      will be exchanged as of the date hereof for One Hundred Thousand (100,000)
      shares of Series A Preferred Stock. Thus, concurrently with the execution
      of this Agreement, Pearce shall deliver to the Company the Shares for
      cancellation and the Company shall deliver to Pearce a stock certificate
      evidencing One Hundred Thousand (100,000) shares of its Series A Preferred
      Stock.  From and after the date hereof, Pearce shall be deemed
      to have irrevocably waived the Right and shall no longer be entitled to
      enforce the provision of his Employment Agreement pursuant to which he was
      granted the Right.


    

     

    
      
         


      

      
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      	2. 	Pearce’s
      Representations, Warranties, Etc.; Access To Information; Independent
      Investigation.  Pearce represents and warrants to, and
      covenants and agrees with, the Company as
  follows:


    

     

    
      	a.  
      	Pearce
      is exchanging the Shares and accrued interest and penalties thereon and
      the Right for the Preferred Stock for his own account for investment only
      and not with a view towards the public sale or distribution thereof and
      not with a view to or for sale in connection with any distribution
      thereof.
	 	 
	b.  
      	Pearce
      is (i) an "accredited investor" as that term is defined in Rule 501 of the
      General Rules and Regulations under the 1933 Act by reason of Rule
      501(a)(3), and (ii) experienced in making investments of the kind
      described in this Agreement and the related documents, (iii) able, by
      reason of the business and financial experience of its officers (if an
      entity) and professional advisors (who are not affiliated with or
      compensated in any way by the Company or any of its affiliates or selling
      agents), to protect his own interests in connection with the transactions
      described in this Agreement, and the related documents, and (iv) able to
      afford the entire loss of his investment in the Preferred
      Stock.
	 	 
	c.  
      	Pearce
      understands that the Shares, plus accrued interest and penalties and Right
      are being exchanged for the PreferredStock in reliance on specific
      exemptions from the registration requirements of United States federal and
      state securities laws and that the Company is relying upon the truth and
      accuracy of, and Pearce’s compliance with, the representations,
      warranties, agreements, acknowledgements and understandings of Pearce set
      forth herein in order to determine the availability of such exemptions and
      the eligibility of Pearce to acquire the Preferred
  Stock.


    

     

    
      
         


      

      
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      	d.  
      	Pearce
      and his advisors, if any, have been furnished with all materials relating
      to the business, finances and operations of the Company and materials
      relating to the exchange of the Shares and Right and the issuance of the
      Preferred Stock which have been requested by Pearce.  Pearce and
      his advisors, if any, have been afforded the opportunity to ask questions
      of the Company and have received complete and satisfactory answers to any
      such inquiries;
	 	 
	e.  
      	Pearce
      understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or endorsement of the Preferred Stock.
	 	 
	f.  
      	This
      Agreement has been duly and validly authorized, executed and delivered on
      behalf of Pearce and is a valid and binding agreement of Pearce
      enforceable in accordance with its terms, subject as to enforceability to
      general principles of equity and to bankruptcy, insolvency, moratorium and
      other similar laws affecting the enforcement of creditors' rights
      generally.
	 	 
	g.  
      	Pearce
      owns the Shares free and clear of all pledges, mortgages and claims of any
      kind whatsoever.


    

     

    
      	3.	Company
      Representations, Etc.  The
      Company represents and warrants to Pearce that:
	 	 	 
	 	a.  
      	Company
      Status.  The Company
      is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Colorado, and has the requisite corporate
      power to own its properties and to carry on its business as now being
      conducted.  The Company is duly qualified as a foreign
      corporation to do business and is in good standing in each jurisdiction
      where the nature of the business conducted or property owned by it makes
      such qualification necessary other than those jurisdictions in which the
      failure to so qualify would not have a material and adverse effect on the
      business, operations, properties, prospects or condition (financial or
      otherwise) of the Company.  The Company has not registered its
      common stock under the Securities Exchange Act of 1934, as amended (the
      "1934 Act"), and the Common Stock is listed and traded on the Grey
      Sheets.


    

     

    
      
         


      

      
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      	b.  
      	Authorized
      Shares. The
      shares of Preferred Stock issuable upon conversion of the Shares have been
      duly authorized and, when issued to Pearce, will be duly and validly
      issued, fully paid and non-assessable and will not subject Pearce to
      personal liability by reason of being a holder of such
      shares.
	 	 
	c.  
      	Exchange
      Agreement.  This
      Agreement and the transactions contemplated hereby, have been duly and
      validly authorized by the Company.  This Agreement has been duly
      executed and delivered by the Company and is a valid and binding agreement
      of the Company enforceable in accordance with its terms, subject as to
      enforceability to general principles of equity and to bankruptcy,
      insolvency, moratorium, and other similar laws affecting the enforcement
      of creditors' rights generally.
	 	 
	d.  
      	Non-contravention.  The
      execution and delivery of this Agreement by the Company, the issuance of
      the Preferred Stock, and the consummation by the Company of the other
      transactions contemplated by this Agreement do not and will not conflict
      with or result in a breach by the Company of any of the terms or
      provisions of, or constitute a default under (i) the articles of
      incorporation or by-laws of the Company, (ii) any indenture, mortgage,
      deed of trust, or other material agreement or instrument to which the
      Company is a party or by which it or any of its properties or assets are
      bound, (iii) to its knowledge, any existing applicable law, rule, or
      regulation or any applicable decree, judgment, or (iv) to its knowledge,
      order of any court, United States federal or state regulatory body,
      administrative agency, or other governmental body having jurisdiction over
      the Company or any of its properties or assets, except such conflict,
      breach or default which would not have a material adverse effect on the
      transactions contemplated herein. The Company is not in violation of any
      material laws, govern­men­tal orders, rules, regula­tions or
      ordinances to which its property, real, personal, mixed, tangible or
      intangible, or its businesses related to such properties, are
      subject.


    

     

    
      
         


      

      
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      	e.  
      	Approvals.  No
      authorization, approval or consent of any court, governmental body,
      regulatory agency, self-regulatory organization, or stock exchange or
      market is required to be obtained by the Company for the issuance of the
      Preferred Stock to Pearce as contemplated by this Agreement, except such
      authorizations, approvals and consents that have been
      obtained.
	 	 
	f.  
      	Transfer of
      Preferred
      Stock.  The
      Preferred Stock of the Company is not registered under the Securities Act
      of 1933, as amended (the Act”) and therefore the shares issued hereunder
      must be held indefinitely unless they are subsequently registered under
      the Act or an exemption from the registration requirements of the Act is
      available.
	 	 
	g.  
      	Full
      Disclosure.  There is no
      fact known to the Company (other than general economic conditions known to
      the public generally) that (i) would reasonably be expected to have a
      material adverse effect on the business or financial condition of the
      Company or (ii) would reasonably be expected to materially and adversely
      affect the ability of the Company to perform its obligations pursuant to
      this Agreement.


    

     

    
      
         


      

      
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              4.

            	Certain
      Covenants And Acknowledgments.  The Company
      undertakes and agrees to make all necessary filings in connection with the
      exchange effected hereby under any United States laws and regulations, and
      to provide a copy thereof to Pearce promptly after such
      filing.
	 	 
	5.	Governing
      Law; Miscellaneous.  This
      Agreement shall be governed by and interpreted in accordance with the laws
      of the State of Colorado.  A facsimile transmission of this
      signed Agreement shall be legal and binding on all parties
      hereto.  This Agreement may be signed in one or more
      counterparts, each of which shall be deemed an original.  The
      headings of this Agreement are for convenience of reference and shall not
      form part of, or affect the interpretation of, this
      Agreement.  If any provision of this Agreement shall be invalid
      or unenforceable in any jurisdiction, such invalidity or unenforceability
      shall not affect the validity or enforceability of the remainder of this
      Agreement or the validity or enforceability of this Agreement in any other
      jurisdiction.  This Agreement may be amended only by an
      instrument in writing signed by the party to be charged with
      enforcement.  This Agreement, and the related agreements
      referred to herein, contain the entire agreement of the parties with
      respect to the subject matter hereto, superceding all prior agreements,
      understandings or discussions.
	 	 
	6.	Notices.  Any notice
      required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be deemed effectively given, (i) on
      the date delivered, (a) by personal delivery, or (b) if advance copy is
      given by fax, (ii) seven business days after deposit in the United States
      Postal Service by regular or certified mail, or (iii) three business days
      mailing by international express courier, with postage and fees prepaid,
      addressed to each of the other parties thereunto entitled at the following
      addresses, or at such other addresses as a party may designate by ten days
      advance written notice to each of the other parties
    hereto.


    

     

    
      
         


      

      
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      	 	COMPANY:    	DC Brands
      International, Inc.
	 	 	95000 W. 49th
      Avenue
	 	 	Wheat Ridge, CO
      80033
	 	 	Attention: Jeremy
      Alcamo
	 	 	 
	 	PEARCE:	Richard
    Pearce
	 	 	c/o
      DC Brands International, Inc.
	 	 	95000 W. 49th
      Avenue
	 	 	Wheat Ridge, CO
      80033


    

     

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
    

    
      	
              7.  

            	
              Successors
      And Assigns.   This
      Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and permitted
    assigns.

            


    

    


    IN WITNESS WHEREOF, the
Company and Pearce have caused this Agreement to be executed by their duly
authorized representatives on the date as first written above.

     

     

    
      
        	 	DC BRANDS INTERNATIONAL,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name:  Jeremy
      Alcamo	 
	 	 	
                Title:  Executive
      Vice President

              	 
	 	 	 	 
	 	 	 	 
	 	 	Richard
      Pearce	 


      

    

     

    
 

                                                                    

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