EXHIBIT 10.1


 


SHARE EXCHANGE AGREEMENT


 


THIS
SHARE EXCHANGE AGREEMENT, is made as of the 18th
day of October 2002:


 


BETWEEN



 


Superior
Networks Inc., a corporation f ncorporated pursuant to
the laws of the State of Nevada (the “Purchaser”);


 


OF THE FIRST PART


-and-


 


AeroPlus
S.A.S. a corporation incorporated pursuant to the laws
of France (the “Vendor”)


 


OF THE SECOND PART


 


WHEREAS
the Vendor is the legal and beneficial owner of all. of the issued and
outstanding common shares in the capital stock of Altitude Flus S.A.S. (the
“Subsidiary Shares”), a corporation incorporated under the laws of France and
carrying on business as L’Air (the “Subsidiary”);


 


AND
WHEREAS the purchaser desires to purchase forty-nine
per cent (49%) of the Subsidiary Shares (the “Acquired Shares”) from the Vendor
in exchange for twelve million (12,000,000) common shares in the capital stock
of the Purchaser (the “Purchase Shares”), and the Vendor desires to sell the
Acquired Shares to the Purchaser in exchange for the Purchase Shares, on the
terms and conditions set forth herein.


 


NOW
THEREFORE THIS AGREEMENT WITNESSES THAT, in
consideration of the mutual covenants hereinafter contained and provided for
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the Parties, the Parties agree as follows:


 


I.              Representations
end Warranties of Vendor


 


Vendor represents and warrants
to the Purchase as follows:


 


1.01
Organization and Qualifications


 


Vendor owns all of the issued
and outstanding shares in the capital stock of Subsidiary. Each of the Vendor
and the Subsidiary is a corporation duly organized, validly existing, and in
good standing under the laws of France, its jurisdiction of incorporation, with
all requisite power and


 

















 


authority, and all necessary
consents, authorizations, approvals, orders, licenses, certificates, and
permits of and from, and declarations and fllings with, all federal, state,
local and other governmental authorities and all courts and other tribunals, to
own. lease, license, and use its properties and assets and to carry on the
business in which it is now engaged and the business in which it contemplates
engaging.  Each of the Purchaser and
Subsidiary is duly qualified to transact the business In which it is engaged
and is in good standing as a foreign corporation in every jurisdiction in which
its ownership, leasing, licensing, or use of property or assets or the conduct
of its business makes such qualificationnecessary.


 


1.02
Capitalization


 


The authorized capital stock of
Subsidiary consists of shares of common stock, par value € 200 per share, of
which 82,000 common shares are issued and outstanding.  The Vendor is the legal and beneficial owner
of all (100%) of the issued and outstanding shares of the Subsidiary, Each of
such outstanding shares of Vendor and Subsidiary is validly authorized, validly
issued, fully paid, and non-assessable, has not been issued and is not owned M
held in violation or any preemptive right of stockholders.  The Vendor is the owner of the Subsidiary
Shares free and clear of all liens, security interests, pledges, charges,
encumbrances, stockholders’ agreements, and voting trusts.  There is no commitment, plan or arrangement
to issue, and no outstanding option. warrant, or other right calling for the
issuance of, any share of capital stock of Subsidiary or any security or other
instrument convertible into, exercisable for, or exchangeable for capital stock
of Subsidiary.


 


1.03
Financial Condition


 


Vendor has delivered to the
Purchaser true and correct copies of the following, initialled by an authorized
executive officer of Vendor: audited consolidated balance sheets of Subsidiary
as of August302002; the unaudited consolidated balance sheet of Subsidiary as
of September 30 2002; audited consolidated statements of income, consolidated
statements of retained earnings, and consolidated statements of cash flows of
Subsidiary for the years ended September 30 2002; and the unaudited
consolidation statement of income, consolidated statement of retained earnings,
and consolidated statement of cash flows of Subsidiary for the months ended
September 30. Each such consolidated balance sheet presents fairly the
financial condition, assets, liabilities. 
and stockholders equity of Subsidiary as of its date; each suck
consolidated statement of income and consolidated statement of retained
earnings presents fairly the results of operations of Subsidiary for the period
indicated and their retained earnings as of the data indicated; and each such
consolidated statement of cash flows presents fairly the information purported
to be shown therein.  The financial
statements referred to in this Section 1.03 have been prepared in accordance
with generally accepted accounting principles consistently applied throughout
the periods involved and are in accordance with the books and records of
Subsidiary.  Since the incorporation of
the company:


 


(a)                                  There
has at no time been a material adverse change in the financial condition,
results of operations, business properties, assets, liabilities, or future
prospects of Subsidiary.


 


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(b)                                 Subsidiary
has not authorized, declared, paid or effected any dividend or liquidation or
other distribution in respect of its capital stock or any direct or indirect
redemption, purchase, or other acquisition of my stock of Subsidiary.


 


(c)                                  The
operations and business of Subsidiary have been conducted in all respects only
in the ordinary course.


 


(d)                                 There
has been no accepted purchase order or quotation, arrangement, or understanding
for future sale of the products or services of Subsidiary which Subsidiary
expects will not be profitable.


 


(e)                                  Subsidiary
has not suffered an extraordinary loss (whether or not covered by insurance) or
waived my right of substantial value.


 


(f)                                    Subsidiary
has not paid or incurred any tax, other liability, or expense resulting from
the preparation of, or the transactions contemplated by, this Agreement, it
being understood Vendor shall have paid or will pay all such taxes (including
stock transfer taxes resulting from this Agreement or the transactions
contemplated hereby), liabilities, and expenses.


 


There is no fact known to
Subsidiary or Vendor which materially adversely affects or in the future may
materially adversely affect the financial condition, results of operations,
business, properties, assets, liabilities, or future prospects of Subsidiary,
provided, however, that Subsidiary and Vendor express no opinion as to
political or economic matters of general applicability.


 


1.04
Tax and Other Liabilities


 


Subsidiary has no liability of
any nature, accrued or contingent, including without limitation liabilities for
federal, state, local, or foreign taxes and penalties, interests, and additions
to tax (Taxes) and liabilities to customers or suppliers, other than the
following:


 


(a)                                  Liabilities
for which full provision has been made on the consolidated b a l m sheet and
the notes thereto (the “Last Balance Sheet”) as of September 2002 referred to
in Section 1.03; and


 


(b)                                 Other
liabilities arising since the Last Balance Sheet Date and prior to the Closing
(as defined in Section 3.02) in the ordinary course of business (which shall
not include liabilities to customers on account of defective products or
services) which are not inconsistent with the representations and warranties of
any Vendor or any other provision of this Agreement.


 


Without limiting the generality
of the foregoing, the amounts set up as provisions for Taxes on the Last
Balance Sheet are sufficient for all accrued and unpaid Taxes of Subsidiary,
whether or not due and payable and whether or not disputed under tax laws, in
effect on tho Last Balance Sheet Date or now in effect, for the period ended on
such date and for all fiscal periods prior


 


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thereto.  The execution, delivery, and performance of
this Agreement by Vendor and Subsidiary will not cause any Taxes to be payable
(other than by Vendor) or oause any 1ion, charge, or encumbrance to secure any
Taxes to be created either immediately or upon the non payment of any Tax
(other than on the properties or assets of Vendor).


 


The Subsidiary has filed all
federal, state, local, and other tax returns required to be filed by it; has
delivered to the Purchaser a true and correct copy of each such return which
was filed in the past six years, initialled by the an authorized executive
officer of Subsidiary or Vendor; has paid (or has established on the Last
Balance Sheet a reserve for) all Taxes, assessments and other governmental
charges payable or remittable by it or levied upon it or its properties,
assets, income or franchises which are due and payable; and has delivered to
the Purchaser a true and correct copy so initialled of my report as to
adjustments received by it from any taxing authority during the past six years
and a statement, so initialled, as to my litigation, governmental or other
proceeding (formal or informal), or investigation pending, threatened, or in
prospect with respect to any such report or the subject, matter of such report.


 


1.05
Litigation and Claims


 


There is no litigation,
arbitration, claim, governmental or other proceeding (formal or informal), M
investigation pending threat or in prospect (or any basis therefore known to
Subsidiary or Vendor) with respect to Subsidiary or Vendor, or my of their
respective businesses, properties, or assets other than the “redressement
judiciaire” by judgment from the Lyon Court of Justice.  The administrator appointed by the French
Court is Erick Bauland .  Neither
Subsidiary nor Vendor is affected by any present or threatened strike or other
labour disturbance nor to the knowledge of Subsidiary or Vendor is any union
attempting to represent any employee of Subsidiary.  Neither Subsidiary nor Vendor are in violation of or in default
with respect to, any law, rule, regulation, order, judgment or decree; nor is
Subsidiary or Vendor required to take any action in order to avoid such
violation or default.


 


1.06
Properties


 


Subsidiary has good and marketable
title in fee simple absolute to all real properties and good title to all other
properties and assets used in its business or owned by it (except real and
other properties and assets as are held pursuant to leases or licenses
described in Exhibit B or C) free and clear of all liens, mortgages, security
interests pledges charges, any encumbrances (except such as are listed in
Exhibit D).


 


(a)                                  All
accounts and notes receivable reflected on the Last Balance Sheet, or arising
since the Last Balance Sheet Date, have been collected, or are and will be good
and collectible, in each case at the aggregate recorded amounts thereof without
right of recourse, defence, deduction, return of goods, counterclaim, offset,
or set off on the part of the obligor, and, if not collected, can reasonably be
anticipated to be paid within sixty (60) days of the date incurred.


 


(b)                                 Attached
as Exhibit B is a true and complete list of all real and other properties and
assets owned by Subsidiary or leased or licensed by Subsidiary from or to a


 


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third party
(including inventory but not including Intangibles, as defined in Section
1.09), including with respect to such properties and assets owned by Subsidiary
a statement of cost, book value and (except for land) reserve for depreciation
of each item for tax purposes, and net book value of each item for financial
reporting purposes, and with respect to such properties and assets leased or
licensed by Subsidiary, a description of such lease or license.  Any such real and other properties and
assets (including Intangibles) owned by Subsidiary are reflected on the Last
Balance Sheet (except for acquisitions subsequent to the Last Balance Sheet
Date and prior to the Closing which are either noted in Exhibit B or C or are
approved in writing by the Purchaser). 
All real and other tangible properties and assets owned, leased, or
licensed by Subsidiary are in good and usable condition.


 


(c)                                  No
real property owned, leased, or licensed by Subsidiary lies in an area which
is, or to the knowledge of Subsidiary or Vendor, subject to zoning, use, or
building code restrictions which would prohibit, and nc state of facts relating
to the actions or inaction of another person or entity or his or its ownership,
leasing, licensing, or we of any real or personal property exists or will exist
which would prevent, the continued effective ownership, leasing, licensing, or
use of such real property in the business in which Subsidiary is now engaged or
the business in which it contemplates engaging.


 


(d)                                 The
real and other properties and assets (including Intangibles) owned by
Subsidiary or leased or licensed by Subsidiary from third patty constitute all.
such properties and assets which are necessary to the business of Subsidiary as
presently conducted or as it contemplates conducting.


 


1.07
Contracts and Other Instruments


 


Exhibit D accurately and
completely sets forth the information required to be contained therein
regarding contracts, agreements, instruments, leases, licenses, arrangements or
understandings with respect to Subsidiary identifying whether the matter
disclosed therein relates to Subsidiary or to Vendor. Subsidiary has furnished
to the Purchaser (a) The certificate of incorporation (or other charter
document) and by-laws of Subsidiary and all amendments thereto as presently in
effect certified by an authorized officer of the Subsidiary and (b) The
following initialled by the chief executive officer of Subsidiary: (i) true and
correct copies of all contracts, agreements and instruments referred to in
Exhibit D; (ii) true and correct copies of all leases and licenses referred to
in Exhibit B or C; and (iii) true and correct written descriptions of all
supply distribution, agency, financing, or other arrangements or understandings
referred to in Exhibit D.  Neither
Subsidiary nor Vendor nor any other party to any such contract agreement,
instrument, lease, or license is now or expects in the future to be in violation
or breach of, or in default with respect to complying with, my material team
thereof, and each such contract agreement, instrument, lease, or license is m
full force and is the legal, valid, and binding obligation of the parties
thereto and (subject to applicable bankruptcy, insolvency, and other laws
affecting the enforceability of creditors’ rights generally) is enforceable as
tc them in accordance with its terms. 
Each such


 


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supply distribution, agency,
financing or other arrangement or understanding is a valid and continuing
arrangement or understanding; neither Subsidiary nor any other party to any
such arrangement or understanding has given notice of termination or taken any
action inconsistent with the continuance of such arrangement or understanding;
and the execution, delivery and performance of this Agreement will not
prejudice my such arrangement or understanding in any way.  Subsidiary enjoys peaceful and undisturbed
possession under all leases and licenses under which it is operating.
Subsidiary is not party to or bound by any contract, agreement, instrument,
lease, license, arrangement, or understanding, or subject to any charter or
other restriction, which has had or may in tho future have a material adverse
effect on the financial condition, results of operations, business, properties,
liabilities, or future prospects of Subsidiary or purchaser.  The stock ledgers and stock transfer books
and the minute book records of Subsidiary relating to all issuances and
transfers of stock by Subsidiary nnd all proceedings of the vendor and the
Board of Directors and committees thereof of Subsidiary nnd all proceedings of
the Vendor and the Board of Directors and committees thereof of Subsidiary
since incorporation made available to the Purchaser’s counsel are the original
stock ledgers and stock transfer books and minute book records of Subsidiary or
exact copies thereof.  Subsidiary is not
in violation or breach of, or in default with respect to, my term of its
certificate of incorporation (or other charter document) or by-laws.


 


1.08
Employees


 


(a)                                  Subsidiary
has furnished to the Purchaser true and correct copies, initialled by the chief
executive officer of Subsidiary, of all documents evidencing plans,
obligations, or arrangements referred to in Exhibit E (or true and correct
written summaries, so initialled, of such plans, obligations, or arrangements
to the extent not evidenced by documents) and true and correct copies, so
initialled, of all documents evidencing trusts, summary plan descriptions, and
any other summaries or descriptions relating to any such plans; the two most
recent annual reports, if any, including all schedules thereto and the most
recent annual and periodic accounting of related plan assets with respect to
each Employee Benefit Plan; and the two most recent actuarial valuations with
respect to each Pension Plan.


 


(b)                                 If
any employee benefit plan of Subsidiary were to be terminated on the day prior
to the date of the Closing, (i) no liability under either French law or under
Title IV of ERISA would be incurred by Subsidiary or Purchaser (ii) all Accrued
Benefits (as defined in this Section 1.08 (b) to such day prior to the date of
the Closing (whether or not vested) would be fully funded.  For purposes of the preceding sentence,
“Accrued Benefits” shall include the value of disability, pre-retirement, and
death benefib, and all supplements, subsidized, and optional forms of
benefits.  All Accrued Liabilities (for
contributions or otherwise) (as defined in this Section 1.08(b) of Subsidiary
as of the date of the closing to each Employee Benefit Plan and with respect to
each obligation to or customary arrangement with employees for bonuses,
incentive compensation, vaoations, severance pay, insurance, or other benefits
have been paid or accrued for an periods ending prior to the date of the
Closing and no payment to my Employee Benefit Plan or with respect to any such
obligation or arrangement since the Last Balance Sheet Date


 


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has been
disproportionately large compared to prior payments.  For purposes of the preceding sentence, “Accrued Liabilities”
shall include a pro rata contribution to each Employee Benefit Plan or with
respect to each such obligation or arrangement for that portion of a plan year
or other applicable period which commences prior to and ends after the date of
the Closing, and Accrued Liabilities for any portion of a plan year or other
applicable period shall be determined by multiplying the liability for the entire
such year or period by a fraction, the numerator of which is the number of days
preceding the date of the Closing in such year or period and the denominator of
which is the number of days in such year or period, as the case may be.


 


(c)                                  There
has bean no violation of the reporting and disclosure requirements imposed
either under ERISA or the U.S. Internal Revenue Code of 1986, as amended, or
its predecessor statute (the “Code”) for which a penalty has been or may be
imposed with respect to any Employee Benefit Plan of Subsidiary.  No Employee Benefit Plan or related trust
has any liability of any nature, accrued or contingent, including without
limitation liabilities for Taxes, other than for routine payments to be made in
due course to participants and beneficiaries, except as set forth in Exhibit
E.  Each Employee Benefit Plan which is
a group health plan within the meaning of Section 162(i)(3) of the Code is and
has been maintained in full compliance with the applicable requirements of
Section 162(k) of the Code. other than the health care continuation
requirements of Section 162(k) of the Code, Subsidiary has no obligation to
provide post-retirement medical benefits or life insurance coverage to any
present or former employees.  There is
no litigation, arbitration, claim, governmental or other proceeding (formal or
informal), or investigation pending, threatened, or in prospect (or any basis
therefore known to Subsidiary or Vendor) with respect to any Employee Benefit
Plan or related trust or with respect to my fiduciary, administrator, or
sponsor (in its capacity as such) of any Employee Benefit Plan.  No Employee Benefit Plan or related trust
and no such obligation or arrangement is in violation of, or in default with
respect to, any law, rule, regulation, order, judgment, or decree nor is
Subsidiary required to take any action in order to avoid violation or
default,  No event has occurred to the
knowledge of Subsidiary or Vendor or is threatened or about to occur which
would constitute a prohibited transaction under Section 406 of ERISA.


 


(d)                                 Each
Pension Plan maintained for the employees of Subsidiary has been qualified,
from its inception, under Section 401(a) of the Code and any related
trust has been an exempt trust for such period under Section 501 of the
Code.  Each Pension Plan has been
operated in accordance with its terms. 
No investigation or review by the Internal Revenue Service is currently
pending or is contemplated in which the Internal Revenue Service has asserted
or may assert that any Pension Plan is aot qualified under Section 401(a) of
the Code or that any related trust is not exempt under section 401 of the
Code.  No assessment of any federal
taxes has been made or is contemplated against Subsidiary, or any related trust
of any Pension Plan and nothing has occurred which would result in the
assessment of unrelated business taxable income under the Code, Form 5500’s
have been timely


 


7

















 


filed with
respect to all Pension Plans.  No event
has occurred or is threatened or about to occur which would constitute a
reportable event within the meaning of Section 4043(b) of ERISA.  No notice of termination has been filed by
the plan administrator pursuant to Section 4041 of ERISA or issued by the
Pension Benefit Guaranty Corporation pursuant to Section 4042 of ERISA with
respect to any Pension Plan.


 


(e)                                  Subsidiary
has not contributed to or since September 16, 1980 has effectuated either a
complete or partial withdrawal from any multi employer Pension Plan within the
meaning of Section 3(37) of ERISA.


 


(f)                                    Exhibit
E contains a true and correct statement of the names, relationship with
Subsidiary present rates of compensati'on (whether in the form of salary,
bonuses, commissions, or other supplemental compensation now or hereafter
payable), and aggregate compensation for the fiscal year ended [insert the end
of the last fiscal year] of (i) each director, officer, or other employee of
Subsidiary whose aggregate compensation for the fiscal year ended [insert the
end of the last fiscal year] exceeded $ or whose aggregate compensation
presently exceeds the rate of $ per annum and (ii) all sales agents, dealers,
or distributors of Subsidiary, Since [insert the end of the last fiscal year],
Subsidiary has not changed the rate of compensation of my of its directors,
officers, employees, agents, dealers, or distributors, nor has any employee
Benefit Plan or program been instituted or amended to increase benefits
thereunder.


 


1.09
Patents, Trademarks, Et Cetera


 


Subsidiary does not own or have
pending, and is not licensed under, any patent, patent application, trademark,
trademark application, trade name, service mark, copyright, franchise, or other
intangible property or asset (all of the foregoing being herein called
“Intangibles”), other than as described in Exhibit C, all of which are in good
standing and uncontested.  Exhibit C
accurately sets forth with respect to Intangibles owned by Subsidiary, where
appropriate, a statement of cost, book value and reserve for depreciation of
each item for tax purposes, and net book value of each item for financial
reporting purposes, and with respect to intangibles licensed by Subsidiary from
or to a third patty, a description of such license.  Neither Vendor nor Subsidiary has any relative or affiliate of
Vendor or of my such director, officer, or employee, nor my other corporation
or enterprise in which Vmdor, any such director, officer, or employee, or any
such relative or affiliate had or now has a 5% or greater equity or voting or
ohm substantial interest, possesses any Intangible which relates to the
business of Subsidiary is a trademark used by Subsidiary to identify its
products, and such trademark is protected by registration in the name of
Subsidiary on the [principal] [supplemental] register in the United States
Patent Office.  There is no right under
any Intangible necessary to the business of Subsidiary as presently conducted
or as it contemplates conducting, except such as are so designated in Exhibit
C.  Subsidiary has not infringed, is
infringing, or has received notica of infringement with asserted Intangibles of
others.  There is no infringement by
others of Intangibles of Subsidiary. 
There is no Intangible of others which may materially adversely affect


 


a

















 


the financial condition,
results of operations, business, properties, assets, liabilities, or future
prospects of Subsidiary or Purchaser.


 


1.10
Questionable Payments


 


Neither Subsidiary nor Vendor
nor other person associated with Subsidiary has directly or indirectly used my
corporate funds for unlawful contributions, gifts; antertainment, or other
unlawful expenses relating to political activity; made any unlawful payment to
foreign or domestic government officials or employees or to foreign or domestic
political parties or campaigns from corporate funds; established or maintained
any unlawful or unrecorded fund of corporate monies or other assets; made any
filw or fictitious entry on the books or records of Subsidiary, made any bribe,
rebate, payoff, influence payment, kickback; or other unlawful payment; given
any favor or gift which is not deductible for income tax purposes; or made any
bribe, kickback, or other payment of a similar comparable nature, whether
lawful or not, to any person or entity, private or public, regardless of form,
whether in money, property, or services, to obtain favourable treatment in
securing business or to obtain special concessions, or to pay for favourable
treatment for business secured or for special concessions already obtained by
or for Subsidiary.


 


1.11
Authority to Sell


 


Subsidiary and Vendor have all
requisite power and authority to execute, deliver, and perform this
Agreement.  All necessary corporate
proceedings of Subsidiary have been duly taken to authorize the execution,
delivery, and performance of this Agreement by Subsidiary.  This Agreement has been duly authorized,
executed, and delivered by Subsidiary, has been duly executed and delivered by
Vendor, constitutes the legal, valid, and binding obligation of Subsidiary and
Vendor and is enforceable in accordance with its terms.  Except as set forth in sections 4.10, 4.11,
4.12, 4.13, and 4.14, no consent, authorization, approval, order, license,
certificate, or permit of or from, or declaration of filing with, any federal,
state, local, or other governmental authority or any court or other tribunal is
required by Subsidiary or Vendor for the execution, delivery, or performance of
this Agreement by Vendor.  No consent of
my party to any contract, agreement, instrument, lease, license, arrangement,
or understanding to which Subsidiary or Vendor is a party, or to which they or
any of their respective business properties, or assets are subject, is required
for the execution, delivery, and performance of this Agreement (except such
consents referred to in Exhibit D); and the execution, delivery, and
performance of this Agreement will not (if the consents referred to in Exhibit
D are obtained prior to the Closing) violate, result in a breach of, conflict
with, or entitle any patty to terminate or call a default under, entitle any
patty to rights and privileges that such party was not entitled to receive
immediately before this Agreement was executed under, or create any obligation
on tho part of Subsidiary that it was not obligated to pay immediately before
this Agreement was executed under, any term of any such contract, agreement,
instrument, lease, license, arrangement, or understanding (assuming Subsidiary
was a party thereto immediately before this Agreement was executed), or violate
or result in a breach of any term of die certificate of incorporation (or other
charter document) or bylaws of Subsidiary, or (if the conditions in Sections
4.10, 4.11, 4.12, 4.13, and 4.14 are satisfied) violate, result in a breach of or
conflict with my law, role, regulation, order, judgment, or decree binding on
Subsidiary or Vendor to which it or its respective


 


9

















 


businesses properties, or
assets are subject.  Upon the closing,
Purchaser will have good title to Acquired Shares, being 49% of the issued and
outstanding share of Subsidiary, free and clear of all liens, security
interests, pledges, charges, encumbrances stockholders’ agreements, and voting
trusts.


 


1.12
Nondistributive Intent


 


Vendor is acquiring the
Purchase Shares to be issued hereunder to it for its own account (and not for
the account of others) for investment and not with a view to the distribution
thereof.  Vendor will not sell or otherwise
dispose of such shares without registration under tho (U.S.) Securities Act of
1933, as amended (the “Securities Act”), or an exemption therefrom, and the
certificate or certificates representing such shares shall contain a legend to
the foregoing effect.  By virtue of its
position, Vendor has access to tho kind of financial and other information
about the Purchaser as would be contained in a registration statement filed
under the Securities Act.  Each
Stockholder understands that he m y not sell or otherwise dispose of such
shares in the absence of either a registration statement under the Securities Act or an exemption from the
registration provisions of the Securities Act.


 


1.13
Completeness of Disclosure


 


No representation or warranty
by Vendor in this Agreement contains or on the date of the Closing will contain
an untrue statement of material fact or omits or on the date of the Closing
will omit to state a material fact required to be stated therein or necessary
to make the statements made therein not misleading.


 


II 
Representations and Warranties of the Purchaser


 


The Purchaser represents and
warrants to Stockholders as follows:


 


2.01
Organization


 


The Purchaser a corporation
duly organized, validly existing, and in good a tanding under the laws of the
State of Nevada, with an requisite power and authority to own, lease, license,
and use its properties and assets and to carry on the business in which it is
now engaged and in which it contemplates engaging.


 


2.02
Validity of Shares


 


The Purchase Sham to be
delivered to Pursuant pursuant to thin Agreement, when issued in accordance
with the terms and provisions of this Agreement, will be validly authorized
validly issued fully paid, and non assessable.


 


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2.03
Authority to Buy


 


The Purchaser has all requisite
power and authority to execute, deliver, and perform this Agreement.  All necessary corporate proceedings of the
Purchaser have been duly taken to authorize the execution, delivery, and performance
of this Agreement by the Purchaser. 
This Agreement has been duly authorized, executed, and delivered by the
Purchaser, is the legal, valid, and binding obligation of the Purchaser, and is
enforceable as to them in accordance with its terms.


 


2.04
Nondistributive Intent


 


The Purchaser is acquiring
Acquired Shares for its own account (and not for tho account of others) for
investment and not with a view to the distribution thereof.  The Purchaser, will not sell or otherwise
dispose of such shares (whether pursuant to a liquidating dividend or
otherwise) without registration under the Securities
Act or an exemption therefrom, and the certificate or certificates
representing such shares may contain a legend to the foregoing effect.  By virtue of its position, the Purchaser has
access to the kind of financial and other information about Subsidiary as would
be contained in a registration statement filed under the Securities Act.  Tho Purchaser understands that it may not sell or otherwise
dispose of such shares in the absence of either a registration statement under
the Securities A  d or an exemption from the registration provisions of
the Securities Act.


 


III 
The Exchange


 


3.01
The of the Exchange


 


On the basis of the
representations, warranties, covenants, and agreements contained in this Agreement
and subject to the terms and conditions of this Agreement:


 


(a)                                  Vendor
shall sell, assign, transfer, and convey to purchaser at the Closing an
aggregate of 40,180 common shares of the subsidiary, being forty-nine (49%) of
the issued and outstanding shares in the capital stock of Subsidiary and baing
tho Acquired Shares as described herein. 
Vendor shall deliver at the Closing certificates representing such
shares duly endorsed m blank or accompanied by stock powers duly endorsed in
blank, in each case in proper form for transfer; with signatures guaranteed by
a commercial bank located in France and with all stock transfer and any other
required documentary Stamps affixed thereto.


 


(b)                                 In
consideration for the Acquired Shares referred to in Section 3.01(a), Purchaser
shall deliver at the Closing sham certificates representing 12,000,000 shares
in the capital stock of tho Purchaser, registered in the name of Vendor and
affixed with a restrictive legend with respect to the registration requirements
of the Securities Act.


 


3.02
The Closing


 


The closing of the transactions
contemplated by Sections 3.01(a) and 3.01(b) shall take place at the offices of
LAIR at the Lyon Airport, France, at 3:00 P.M., local time, on 25th
day of


 


11

















 


October, 2002, provided however
that the closing may occur at such different place, such different time, or
such different date or a combination thereof as the Purchaser and Vendor agree
in Writing.  The closing of the
transactions contemplated by Sections 3.01(a) and 3.01(b) is herein called
the “Closing.”  If the Closing shall not
take place by January 31, 2003, then the parties not at fault shall, in
addition to all other rights and remedies available at law or in equity against
the defaulting parties, have the right to cancel and terminate this Agreement.


 


3.03
Indemnity Against Liabilities


 


Vendor agrees to indemnify and
hold harmless the Purchaser, and its respective officers, directors, employees,
counsel, agents, shareholder, in each case past, present, or as they may exist
at any time after the date of this Agreement, and each person, if any, who
controls, controlled, or will control. my of them within the meaning of Section
15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (the “Indemnities”) against any and all losses, liabilities, damages, and
expenses whatsoever (which shall include, for all purposes of this Section
3.03, Section 3.04, and Section 8.01, but not be limited to counsel fees and my
and all expenses whatsoever incurred in investigating, preparing, or defending
against any litigation whether or not involving a third party, commenced or
threatened, or any claim whatsoever, and my and an amounts paid in settlement
of any claim or litigation) as and when incurred arising out of, based upon, or
in connection with (a) any breach of any representation, warranty , covenant,
or agreement of Subsidiary or Vendor contained in this Agreement and (b), if
the Closing takes place, any act alleged act, omission, or alleged omission
occurring at or prior to the Closing (including without limitation any which
arise out of, are baaed upon, or are in connection with any of the transactions
contemplated hereby).


 


3.04
Right of the Purchaser to Withhold Future Payments


 


Without limiting such other
rights as the Indemnities m y have, if, prior to the time Purchase Shares are
delivered pursuant to Section 3.01(b), the Purchaser has learned of a breach of
any representation, warranty, covenant, or agreement of Subsidiary or Vendor or
Subsidiary contained in this Agreement, the Purchaser in its sole discretion
may by written notice to Vendor deduct from the number of Purchaser Shares
otherwise deliverable by Purchaser at such time a number of such shares the
value of which is equal to the aggregate of (a) the amount necessary to cure or
make whole such breach and (b) the amount of losses, liabilities, claims,
damages, and expenses whatsoever (as defined in Section 3.03) incurred or demonstrably
in prospect of being incurred by any Indemnities arising out of, based upon, or
in connection with such breach. 
Purchase Shares shall be valued for purposes of this Section 3.04 as
follows:


 


The average mean of the closing
bid md asked prices of shares of the Purchaser in the NASD Over-The-Counter
Bulletin Board market as reported during the period commencing 40 trading days
prior to the date of the Closing and ending 10 days prior to the date of the
Closing.


 


IV 
Conditions to Obligations of the Purchaser


 


The obligations of the
Purchaser under this Agreement are subject, at the option of the Purchaser, to
the following conditions:


 


12

















 


4.01
Accuracy of Representations md Compliance With Conditions


 


All representations and
warranties of Subsidiary and Vendor in this Agreement shall be accurate when
made and, in addition, shall be accurate an of the Closing as though
such representations and warranties were then made in exactly the same language
by Subsidiary or Vendor and regardless of knowledge or lack thereof on the part
of Subsidiary or Vendor or changes beyond their control.  As of the Closing, Subsidiary and Vendor
shall have performed and complied with all covenants and agreements and satisfied
all conditions required to be performed and complied with by any of them at or
before such time by this Agreement; and the Purchaser shall have received
certificates executed by the chief executive officer and the chief financial
officer of Subsidiary by Vendor, dated the date of the Closing, to that effect,
substantially in the form of Exhibits F and G, respectively.


 


4.02
Opinion of Counsel


 


Subsidiary and Vendor shall
have delivered to the Purchaser on the date of the Closing the opinion of
Michael Leonis, counsel to Subsidiary and Vendor dated as of such date, in form
and substancesatisfactory to counsel for the Purchaser, that:


 


(a)                                  Subsidiary
and Vendor are corporations validly existing and in good standing under the
laws of their respective jurisdictions of incorporation, with all requisite
corporate power and authority to own, lease, license, and use their property
and assets and to carry on the business in which they are now engaged.


 


(b)                                 Subsidiary
is duly qualified to transact the business in which it ia engaged and is in
good standing as a corporation in France; officers of Subsidiary have submitted
to such counsel a certificate, a copy of which is attached to their opinion as
Exhibit, stating that, in their opinion, France is the only jurisdiction in
which the real or personal property or assets owned, leased, licensed, or wed
or business conducted by Subsidiary is material to the operations of
Subsidiary.


 


(c)                                  The
authorized and outstanding capital stock of Subsidiary is as net form I in
Section 1.02 of this Agreement, except for such changes as are set forth in
such opinion, as to each of which such counsel shall opine that it is permitted
by the provisions of this Agreement; and all the outstanding shares of capital
stock of Subsidiary am validly authorized, validly issued, fully paid, and non
assessable.


 


(d)                                 The
authorized and outstanding capital stock of, and ownership by Vendor of
Subsidiary as set forth in Exhibit A to this Agreement [except for such changes
as are set forth in such opinion, as to each of which such counsel shall opine
that it is permitted by the provisions of this Agreement]; are validly
authorized, validly issued, fully paid, and non assessable and owned of record
and, to the actual knowledge of such counsel, beneficially by Vendor, in each
case to the actual


 


13

















 


knowledge of
such counsel free and clear of all liens, seourity interests, pledges, charges,
encumbrances, stockholders’ agreements, and voting trusts.


 


(e)                                  All
necessary corporate proceedings of Subsidiary and Vendor have been duly taken
to authorize the execution, delivery and performance of this Agreement by
Subsidiary and Vendor.


 


(f)                                    Vendor
has all requisite power and authority to execute, deliver, and perform this
Agreement, and this Agreement has been duly authorized, executed and delivered
by Vendor, constitutes the legal, valid, and binding obligation of Subsidiary
and Vendor, and (subject to applicable bankruptcy, insolvency, and other laws
affecting the enforceability of creditors’ rights generally) is enforceable as
to Subsidiary and Vendor in accordance with its terms.


 


(g)                                 The
execution, delivery, and performance of this Agreement by Vendor will not
violate or result in a breach of any term of Subsidiary’s certificate of
incorporation or of its bylaws; and the execution, delivery, and performance of
this Agreement by Vendor will not violate, result in a breach of, conflict
with, or entitle any party to terminate or call a default under, entitle any
party to rights and privileges that such party was not entitled to receive
immediately before this Agreement was executed under, or create any obligation
on the part of Subsidiary that it was not obligated to pay immediately before
the Agreement was executed under.


 


(h)                                 After
reasonable investigation, such counsel have no actual knowledge of any consent,
authorization, approval, order, license, certificate, or permit of or from, or
declaration or filing with, any federal, state, local, or other governmental
authority or any court or other tribunal which is required of Vendor or
Subsidiary, for the execution, delivery, or performance of this Agreement by
Subsidiary or Vendor, except as set forth in Sections 4.10, 4.11, 4.12, 4.13
and 4.14.


 


(i)                                     After
reasonable investigation, such counsel have no actual knowledge of my
litigation, arbitration, governmental or other proceeding (formal or informal),
or investigation pending or threatened with respect to Subsidiary or Vendor, or
any their respective business, properties, or assets that (i) can reasonably be
expected to result in any materially adverse change in the financial condition,
results of operations, business, properties, assets, liabilities, or future
prospects of Subsidiary or (ii) seeks to prohibit or otherwise challenge the
consummation of the transactions contemplated by this Agreement, or to obtain
substantial damages with respect thereto, except as disclosed in this
Agreement.


 


(j)                                     The
offer, sale, and delivery of the Acquired Shares under the circumstances
contemplated by this Agreement constitute exempted transactions under French
securities laws, Securities Act and registration of those shares under the
Securities Act is not required in connection with any offer, sale, or delivery
of such shares.


 


(k)                                  Such
other matters as counsel for the Purchaser m y reasonably request.


 


14

















 


4.03
Accountants’ Letter


 


Subsidiary and Vendor shall
have delivered to the Purchaser on the date this Agreement is executed and on the
date of the Closing, letters from Michel Dehors (the independent certified
public accountants of Subsidiary), dated as of those dates, addressed to the
Purchaser, in form and substance satisfactory to the Purchaser, stating in
effect:


 


(a)                                  That
they are, and during the pmiod covered by their report(s) relating to the
financial statements referred to in Section 1.03 they were, independent
certified public accountants with respect to Subsidiary within the moaning of
the Securities Act and the rules and regulations thereunder; and


 


(b)                                 That,
on the basis of procedures but not an examination made in accordance with
generally accepted auditing standards consisting of a reading of the latest
available unaudited consolidated interim financial statements of Subsidiary
dated as of September 30 2002, a reading of the latest available minutes of the
stockholders and Boards of Directors of Subsidiary and unanimous written
consents thereof, if any, inquiries, to certain officers and other employees of
Subsidiary responsible for financial and accounting matters, and other
specified procedures and inquiries, nothing has come to their attention that
caused them to believe that (i) the unaudited consolidated financial statements
of Subsidiary referred to in Section 1.03 were not prepared in accordance with
generally accepted accounting principles consistent in all material respects
with those followed in the preparation of the audited consolidated financial
statements of Subsidiary referred to herein or are not a fair presentation of
the information purported to be shown; (ii) there was any change in tho capital
stock or debt of Subsidiary or any decrease in the net current assets or
stockholders’ equity of Subsidiary as of the date of the latest available
consolidated monthly financial statements of Subsidiary or as of a specified
date not mom than five business days prior to the date of such letter, each as
compared with the amounts shown in the Last Balance Sheet, other than as
disclosed in this Agreement or any change or decrease (which shall be set forth
in such letter) which the Purchaser in its sole discretion shall accept; or
(iii) there was any decrease in consolidated net sales, net earnings, or net
earning per share (on a primary or a fully diluted basis) of Subsidiary common
stock during the pmiod from the Last Balance Sheet Date to the date of the
latest available consolidated monthly financial statements of Subsidiary or to
a specified dam not mom than five business days prior to the date of such
letter, each as compared with the corresponding period in 2001, other than as
disclosed in this Agreement or any decrease (which shall be set forth in such
letter) which the purchaser in its sole discretion shall accept.


 


4.04
Other Closing Documents


 


Stockholders shall have
delivered to the Purchaser at or prior to the Closing such other documents
(including certificates of officers of Subsidiary) as the Purchaser may
reasonably


 


15

















 


request in order to enable the
Purchaser and was to determine whether the conditions to their obligations
under this Agreement have been met and otherwise to carry out the provisions of
this Agreement.


 


4.09
Review of Proceedings


 


All actions, proceedings,
instruments, and documents required to carry out this Agreement or incidental
thereto and all other related legal matters shall be subject to the reasonable
approval of, counsel to the Purchaser, and Subsidiary and Vendor shall have
furnished such counsel such documents as such counsel may have reasonably
requested for the purpose of enabling them to pass upon such matters.


 


4.06
Legal Action


 


There shall not have been
instituted or threatened my legal proceeding relating to, or seeking to
prohibit or otherwise challenge the consummation of, the transactions
contemplated by this Agreement, or to obtain substantial damages with respect
thereto.


 


4.07
No Governmental Action


 


There shall not haw been any
action taken, or any law, rule, regulation, order, judgment, or d a m e
proposed, promulgated, enacted, entered, enforced, or deemed applicable to the
transactions contemplated by this Agreement by my federal, state, local, or
other governmental authority or by any court or other tribunal, including the
entry of a preliminary or permanent injunction, which, in the sole judgment of
the Purchaser, (a) makes any of the transactions contemplated by this Agreement
illegal, (b) results in a delay in the ability of the Purchaser to consummate m
y of the transactions contemplated by this Agreement, (c) requires the
divestiture by the Purchaser of any of the Acquired Shares or of a material
portion of the business of either the Purchaser or of Subsidiary, (d) imposes
material limitations on the ability of ths Purchaser effectively to exercise
full rights of ownership of such shares including the right to vote such shares
on all matters properly [illegible] to the stockholders of Subsidiary, or (e)
otherwise prohibits, restricts, or delays consummation of any of the
transactions contemplated by this Agreement or impairs the contemplated
benefits to the Purchaser or of any of ths transactions contemplated by this
Agreement.


 


4.08
Resignations


 


All directors of Subsidiary
could resigned at or prior to the Closing as directors and members of all
committees of the Board of Directors in writing effective immediately after the
Closing. All officers of Subsidiary shall have resigned at or prior to the
Closing in writing effective immediately after the Closing subject to
acceptance by the Purchaser.


 


16

















 


4.28
Releases


 


The Purchaser shall have
received at or prior to the Closing from each person who is, who before the
Closing becomes, or who at any time between that date which is one year prior
to the date this Agreement is executed and the date this Agreement is executed
was, an officer or a director of Subsidiary a release, dated the date of the
Closing, substantially in the form of Exhibit J.


 


4.29
Officers’ and Directors’ Non Competition Agreement


 


The Purchaser shall have received
at or prior to the Closing from each person who is, who before the Closing
becomes, or who at any time between that dase which is one year prior to the
date this Agreement is executed and the date this Agreement is executed was, an
officer or a director of Subsidiary or Vendor an agreement not to compete,
substantially in the form of Exhibit K.


 


4.30
Officers’ and Directors’ Confidentiality Agreement


 


The Purchaser shall have
received at or prior to the Closing from each person who is. who before the
Closing becomes, or who at any time between that date which is one year prior
to the date this Agreement is executed and the date this Agreement is executed
was, an officer or a director of an agreement to keep confidential certain
data, substantially in the form of Exhibit L.


 


V. 
Conditions to the Obligations of Vendor and Subsidiary


 


The obligations of Subsidiary
and Vendor under this Agreement ansubject, at the option of Subsidimy and
Vendor, to the following conditions:


 


5.01
Capacity to Enter Agreement


 


Purchase is a corporation
validly existing and in good standing
under the laws of the State of Nevada, with all requisite corporate power and
authority to own, lease, license, and the use their property and assets and to carry on the business in which
they are now engaged and Purchaser has all requisite power and authority to
execute, deliver, md perform this Agreement, and this Agreement has been duly
authorized, executed, and delivered by Purchaser, constitutes the legal, valid,
and binding obligation of Purchaser md (subject to applicable bankruptcy,
insolvency, and other laws affecting the enforceability of creditors’ rights
generally) is enforceable in accordance with its terms.


 


VI 
Covenants and Agreements of Subsidiary and Vendor


 


Subsidiary and Stockholders
covenant and agree as follows:


 


6.01
Access


 


Until the earlier of the
Closing and the rightful abandonment or termination of this Agreement pursuant
to Article IV or otherwise (the “Release Time”), Subsidiary will afford, and
Vendor will cause Subsidiary to afford the officers, employees, counsel,
agents, investment bankers, accountants, and other representatives of the
Purchaser and lenders, investors, and prospective


 


17

















 


lenders or investors free and
full access to the plants, properties, boob, and records of Subsidiary, will
permit them to make extracts from and copies of such books and records, and
will from time to time furnish the Purchaser with such additional financial and
operating data and other information as to the financial condition, results of
operations, businesses, properties, assets, liabilities, or future prospects of
Subsidiary as the Purchaser from time to time may request.


 


Until the Release Time,
Subsidiary and Vendor will cause the independent certified public accountants
of Subsidiary to make available to the Purchaser and its independent certified
public accountants the work papers relating to the audits of Subsidiary
referred to in Section 1.03.


 


6.02
Conduct of Business


 


until the Release Time
Subsidiary md Vendor will cause Subsidiary to conduct its affairs so that at
the Closing no representation or warranty of Subsidiary or Vendor will be
inaccurate, no covenant or agreement of Subsidiary or Vendor will be breached md
no condition in this Agreement will remain unfulfilled by reason of the actions
or omissions of Subsidiary or Vendor. 
Except as otherwise requested by the Purchaser in writing until the
Release Time Subsidiary and Vendor will cause Subsidiary to use their best
efforts to preserve the business operations of Subsidiary intact, to keep
available the services of their present personnel to preserve m full force and
effect the contracts agreements, instruments, leases, licenses, arrangements,
and understandings of Subsidiary and
to preserve tho good will of their suppliers, customers, and others having
business relations with any of them. Until the Release Time Subsidiary and the
Vendor will cause Subsidiary to conduct its business and operations in any
respects only in the ordinary course.


 


6.03
Advice of Changes


 


Until the Release Time
Subsidiary and Vendor will immediately advise the Purchaser in a detailed
written notice of any fact or occurrence or any pending or threatened
occurrence of which any of them obtains knowledge and which (if existing and
known at the date of the execution of this Agreement) would have been required
to be set forth or disclosed in or pursuant to this Agreement or an Exhibit
hereto, which (if existing and known at any
time prior to or at the Closing) would make the performance by any
party of a covenant contained in this Agreement impossible or make such
performance materially more difficult than in the absence of such fact or
occurrence, or which (if existing and known at the time of the Closing) would
cause a condition to any party’s obligations under this Agreement not to be
fully satisfied.


 


6.04
Confidentiality


 


Subsidiary and Vendor shall
ensure that all confidential information which Subsidiary, any of its
respective officers, directors, employees, counsel, agents, investment bankers,
or accountants, or Vendor or any
of its counsel, agents, investment bankers, or accountants may now possess or
may hereafter create or obtain relating to the financial condition, results of
operations, business, properties, assets, liabilities, or future prospects of
Subsidiary, the Purchaser, any affiliate of any of them, of any customer or
supplier of any of them or my such affiliate shall not be published,


 


18

















 


disclosed, or made accessible
by any of them to any other person or entity at any time or used by any of them
except pending the Closing in the business and for the benefit of Subsidiary,
in each case without the prior written consent of the Purchaser; provided,
however, that the restrictions of this: sentence shall not apply (a) with
respect to the obligations of Subsidiary after the Closing takes place, (b)
with respect to the obligations of all such persons and entities after this
Agreement is rightfully terminated, but only to the extent such confidential
information relates to the financial condition, results of operations,
business, properties, assets, liabilities, or future prospects of Subsidiary,
of my affiliate of my of them, or (insofar as such confidential information was
obtained directly by Subsidiary or any such affiliate from any customer or
supplier of any of them) of any such customer or supplier, (c) as may otherwise
be required by law, (d) as may be necessary or appropriate in connection with
the enforcement of this Agreement, or (e) to the extent the information shall
have otherwise become publicly available. Subsidiary and Vendor shall, and
shall cause all other such persons and entities, to deliver to the Purchaser
all tangible evidence of the confidential information to which the restrictions
of the foregoing sentence apply at the Closing or the earlier rightful
termination of this Agreement.


 


6.05
Public Statements


 


Before Subsidiary or Vendor
releases any information concerning this Agreement or the transactions
contemplated by this Agreement which is intended
for or may result in public dissemination thereof, they shall cooperate with
the Purchaser, shall furnish drafts of all documents or proposed oral
statements to the Purchaser for comments, and shall not release any information
relating thereto without the written consent of the Purchaser. Nothing
contained herein shall prevent Subsidiary or Vendor from releasing any
information to any governmental authority if required to do so by law.


 


6.66
Other Proposals


 


Until the Release Time, subject
to the fiduciary duties of Subsidiary’s officers and directors, Subsidiary and
Vendor shall not, and shall neither authorize nor permit my officer, director,
employee, counsel, agent, investment banker, accountant, or other
representative of any of them directly or indirectly, to: (a) initiate contact
with any person or entity in an effort to solicit any Takeover Proposal (as
such term is defined in this Section 6.06, (b) cooperate with, or furnish or
cause to be furnished any non public information relating to the financial
condition, results of operations, business, properties, assets, liabilities, or
future prospects of Subsidiary to any person or entity in connection with any
Takeover proposal; (c) negotiate with any person or entity with respect to any
Takeover Proposal; (d) enter into any agreement or understanding with the
intent to effect a Takeover Proposal. Subsidiary and Vendor will immediately
give written notice to the Purchaser of the details of my Takeover Proposal of
which any of them becomes aware.  As
used in this Section 6.06, “Takeover Proposal” shall mean “any proposal, other
than as contemplated by this Agreement, (e) for a merger, consolidation,
reorganization, other business combination, or re-capitalization involving
Subsidiary, for the acquisition of a 5% or greater interest in the equity or in
my class or series of capital stock of Subsidiary, for the acquisition of the
right to cast 5% or mom of the votes on any matter.  With respect to Subsidiary, or for tho acquisition of a
substantial portion of any of their respective assets other than in the
ordinary course of their respective business or (f) tho effect of whiah may be
to prohibit. restrict, or delay


 


19

















 


the consummation of any of the
transactions contemplated by this Agreement or impair the contemplated benefits
to the Purchaser of any of the transactions contemplated by this Agreement.”


 


6.07
Consents Without Any Condition


 


Subsidiary and Vendors shall
not make my agreement or reach any understanding not approved in writingby the
Purchaser as a condition for obtaining any consent, authorization, approval,
order, license, certificate, or permit required for the consummation of the
transactions contemplated by this Agreement, whether pursuant to Section
4.10,4.12,4.13,4.14, or 4.16 or otherwise.


 


6.08
Release by Vendor


 


If the Closing takes place,
effective immediately after the Closing, Vendor fully and unconditionally
releases and discharges all claims and causes of action which it or its
assigns, ever had, now have, or hereafter may have against the Purchaser or
Subsidiary, and, when acting as such, their respective officers, directors,
employees, counsel, agents, and stockholders, in each case past, present, or as
they may exist at any time after the date of this Agreement, and each person,
if any, who controls, controlled, or will control any of them within tha
meaning of Section 1.5 of the Securities Act or Section 20(a) of the Exchange
Act, except claims and causes of action arising out of, based upon, or in
connection with this Agreement [or for employee benefits to the extent
consistent witb Exhibit E and the other representations and warranties of Subsidiary
or Vendor.


 


6.09
Noncompetition


 


If the Closing takes place,
Vendor agrees, in consideration of the obligations of the Purchaser hereunder:
(a) for a period of five (5) years after the date of the Closing, it will not
(i) compete with or be engaged in the same business as, or Participate In (as
hereinafter defined in this Section 6.09) any other business or organization
which at any time during the five (5) year period after the date of the Closing
compete with or is engaged in the same business as, Subsidiary, with respect to
any product or service sold or activity engaged in up to the time of the
Closing in any geographical area in which at the time of the Closing such
product or service is sold or activity engaged in or (ii) participate in my
other business or organization which at any time during the five (5) -year
period after the date of the Closing uses a name containing either the word
“L’Air” or words similar to or susceptible of confusion with the word “L’Air”,
or any combination or abbreviation thereof; (b) will not directly or indirectly
reveal the name of, solicit or interfere with, or endeavour to entice away from
Subsidiary or Purchaser, any of their respective suppliers, customers, or
employees; and (c) will not directly or indirectly employ any person who, at my
time up to the date of the Closing, was m employee of Subsidiary or Purchaser,
within a period of five (5) years after such person leaves the employ of such
corporation.  As used in this Section
6.09, “Participate In” shall mean “directly or indirectly, for his own benefit
or for, with, or through any other person or entity, own, manage, operate,
control, loan money to, or participate in the ownership, management, operation,
or control of, or be connected as a director, offioer, employee, partner,
consultant, agent, independent contractor,


 


20

















 


or otherwise with, or acquiesce
in the we of his name in.  Vendor agrees
that the provisions of this Section 6.09 are necessary and reasonable to
protect Subsidiary and Purchaser, in the conduct of their businesses.  If any restriction contained in this Section
6.09 shall be deemed to be invalid, illegal, or unenforceable by reasonable of
the extent, duration, or geographical scope thereof or otherwise, then the
court making such determination shall have the right to reduce such extent,
duration, geographical scope, or other provisions hereof, and in its reduced
form such restriction shall then be enforceable in the manner contemplated
hereby.


 


6.10
File Tax Return


 


If the Closing takes place,
Vendor agrees to file, within the time allowed by law, all federal state,
local, end applicable foreign tax returns with the appropriate jurisdictions,
for the period January 1, 2002 through the date of the Closing, to include
therein all information required to be contained therein relating to Subsidiary
for such period, and to pay all taxes with respect to Subsidiary for such
period.


 


6.11
Voting by Stockholders


 


Vendor agrees that until the
Release Time, it will vote all securities of Subsidiary which It is entitled to
vote against (a) any merger, consolidation, reorganization, other business
combination, or capitalization involving Subsidiary, (b) any sale of assets of
Subsidiary, (c) any stock split, stock dividend, or reverse stock split
relating to any class or series of Subsidiary’s stock, (d) any issuance of any
shares of capital stock of Subsidiary, any option, warrant, or other right
calling for the issuance of any such share of capital stock or any security
convertible into or exchangeable for any such share of capital stack. (e) any
authorization of any other class or series of stock of Subsidiary, (t) the
amendment of the certificate of incorporation (or other charter document) or
the by-laws of Subsidiary, or (g) any proposition the effect of which maybe to
prohibit, restrict, or delay the consummation of any of the transactions
contemplated by this Agreement or impair the contemplated benefits to the
Purchaser of the transactions contemplated by this Agreement.


 


VII. 
Covenants and Agreements of the Purchaser


 


The Purchaser covenants and
agrees as follow:


 


7.01
Capital Stock Changes


 


If, prior to the time for
issuance of any shares of Purchase Shares under Section 3.01, the Purchaser
shall be recapitalized or reclassified or the Purchaser shall effect any stock
dividend, stock split, or reverse stock split of the Purchaser’s common shares
or the Purchaser shall merge, consolidate, reorganized or enter into another
business combination with any other corporation or shall sell or exchange an or
substantially an of its assets, then the Purchase Shares to be delivered
thereafter under Section 3.01 shall be appropriately and equitably adjusted to
the kind and amount of shares of stock and other securities and property to
which the holders of such shares of the Purchaser would have been entitled to
receive had such stock been issued and outstanding as of the record date for
determining stockholders entitled to participate in such


 


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corporate went. The provisions
of this Section 7.01 shall. apply to successive mergers, consolidations,
corporations, and combinations.


 


VIII 
Miscellaneous


 


8.01
Brokerage Fees


 


If any person shall assert a
claim to a fee, commission, or other compensation on account of alleged
employment as a broker or finder, or alleged performance of services as a
broker or finder, in connection with w as a result of any of the transactions
contemplated by this Agreement, Vendor shall (subject to the next sentence)
indemnify and hold harmless the indemnities against any and all losses,
liabilities, claims, damages, and expenses whatsoever (as defined m Section
3.03) as and when incurred arising out of, based upon, or in connection with
such claim by such person, and Vendor shall at its sole expense defend any and
all suits, actions, proceedings (formal or informal), or investigations
involving such claim that may at my time be brought against any indemnities and
satisfy promptly any settlement or judgment arising therefrom: but if Vendor
fails to defend such suit, action, proceeding, or investigation in a timely
manner, the Purchaser shall have the right to defend and settle the same and
pay any judgment or settlement pertaining thereto an it or he may reasonably
deem appropriate at the cost and expense of Vendor.  If, however, it is ultimately determined in any such suit,
action, or proceeding (in which the Purchaser was afforded the opportunity to
have its counsel participate in the defence) that the Purchaser made a
defendant therein or a party thereto was tho sole employer of such broker or
finder w services were performed solely for the Purchaser mads a defendant
therein or a party thereto, then Vendor shall not be responsible under this Section
8.01 and accounts theretofore paid by it by reason of this Section 8.01 shall
be reimbursed by the Purchaser or the Indemnities, as tho case may be, who was
the sole employer.


 


8.02
Further Actions


 


At any time and from time to
time, each party agrees, at its or his expense, to take such actions and to
execute and deliver such documents as 
may be reasonably necessary to effectuate the purpose of this Agreement.


 


8.03
Availability of Equitable Remedies


 


Since a breach of the
provisions of this Agreement could not adequately be compensated by money
damages any party shall be entitled, either before or after the Closing, in
addition to any other right or remedy available to it, to an injunction
restraining such breach or threatened breach and to specific performance of any
such provision of this Agreement, and, in either case, no bond or other
security shall be required in connection therewith, and the parties herby
consent to the issuance of such an injunction and to the ordering of specific
performance.


 


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8.04
Survival


 


The covenants, agreements,
representations, and warranties contained in or made pursuant to this Agreement
shall survive the Closing and any delivery of shares of Purchase Shares by the
Purchaser, irrespective of any investigation made by or on behalf of any
party.  The statements contained in any
document executed by Subsidiary or Vendor relating hereto or thereto or
delivered to the Purchaser in connection with the transactions contemplated
hereby or thereby, w in my statement, certificate, or other instrument
delivered by or on behalf of Subsidiary or Vendor pursuant hereto or thereto or
delivered to the Purchaser in connection with tho transactions contemplated
hereby or thereby hall be deemed representations and warranties, covenants and
agreements, or conditions, as the case may bo, of Vendor hereunder for other
purpose of this Agreement (including all statements, certificates, or other
instruments delivered pursuant hereto or thereto or delivered in connections
with the transactions contemplated hereby or thereby).


 


8.05
Appointment of Agent


 


Mr. Jean Marie Gras will be the
representative (the “Representative”) of the interests of Vendor for all
purpose of this Agreement and identify other specified related agreements if
desired.  Without giving notice to
Vendor, Representative shall have full and irrevocable authority on behalf of
Vendor (a) to deal with the other parties to this Agreement, (b) to accept the
Purchase Shares or any other amounts payable by the other parties to this
Agreement, (c) to accept and give notices and other communications relating to
this Agreement, (d) to settle any dispute relating to tho terms of this
Agreement, (e) to waive any condition to the obligations of Vendor found in
this agreement or identify otha specified related agreements if desired, (f) to
modify or amend this Agreement except with respect  to the number of Purchase Sham to be received by Vendor, to
execute any instrument or document that Representative may determine or
desirable in the exercise of this authority under this Section 8.05, and (h) to
act in connection with all matters arising out of, based upon, or in connection
with this Agreement and the transactions contemplated hereby.  In the event of the refusal or inability to
serve, death, incapacity, or resignation for any reason of the Representative,
Philippe Solomon will become his successor, with all the powers and irrevocable
authority of the Representative, and with full power of substitution.


 


8.06
Modification


 


This Agreement and the Exhibits
hereto set forth the entire understanding of the parties with respect to the
subject matter hereof (except as provided in Section 8.04), supersede all
existing agreements among them concerning such subject matter, and may be
modified only by a written instrument duly executed by each party, with the
approval of the Board of Directors or by an officer of each corporate party
(except as otherwise provided in Section 8.05).


 


8.07
Notices


 


Subject to Section 8.05, any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall bs mailed by certified mail, return receipt requested
or by the most nearly comparable method if mailed from or to a location outside
of the United States


 


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or in person or by telecopy,
telex, or similar telecommunications equipment against receipt to the party to
whom it is to be given as follows:


 


If to Purchaser:


 


Superior Networks Inc.


Suite 3670-130 King Street West


Toronto, Ontario


MSX 1B1


Tel: 416-863-0101


Fax: 416-863-5005


 


If to Vendor:


 


AEROPLUS


29 Bd De la Ferrage


Immeuble Cannes


06400 Cannes France


 


Any notice given to any
corporate party shall be addressed to the attention of the Corporate
Secretary.  Notice to the estate of any
party shall be sufficient if addressed to the party as provided in this Section
8.07.  Any notice or other communication
given by certified m i l or by such comparable method shall be deemed given at
the time of certification thereof or comparable act except for a notice
changing a party’s address which will be deemed given at the time of receipt
thereof.  Any notice given by other
means permitted by this Section 8.07 shall be deemed given at the time of
receipt thereof.


 


8.08
Waiver


 


Any waiver by any party of a
breach of any term of this Agreement shall not operate as or be construed to be
a waiver of any other breach of that term or of any breach of any other term of
this Agreement.  The failure of a party
to insist upon strict adherence to any term of this Agreement on one or more
occasions will not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Agreement.  Any waiver must be in
writing and, in the case of a corporate party, be authorized by a resolution of
the Board of Directors or by an officer of the waiving party.


 


8.09
Joint and Several Obligations


 


The representations,
warranties, covenants, and agreements of Vendor and Subsidiary in this
Agreement are joint and several, but Vendor shall not have my rights against
Subsidiary if a remedy is sought or obtained against Vendor because both
Subsidiary and Vendor are in breach of a representation, warranty, covenant, or
agreement.


 


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8.10
Binding Effect


 


The provisions of this
Agreement shall be binding upon and inure to the benefit of Subsidiary and the
Purchaser, and their respective successors and assigns md Vendor and its
successors and assigns and shall inure to the benefit of each Indemnitee and
its successors and assigns (if not a natural person) and his assigns, heirs,
and personal representatives (if a natural person).


 


8.11
No Third-Party Beneficiaries


 


This Agreemen does not create,
and shall not be construed an creating, my rights enforceable by any person not
a party to this Agreement (except as providedin Section 8.10).


 


8.12
Separability


 


If any provision of this
Agreement is invalid, illegal, or unenforceable, the balance of this Agreement
shall remain in effect, and if any provision is inapplicable to my person or
circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.


 


8.13
Headings


 


The headings in this Agreement
are solely for convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.


 


8.14
Counterparts; Governing Law


 


This Agreement may be executed
in any number of counterparts, cacb of which shall be deemed an original, but
all of which together shall constitute me and the same instrument.  It shall be governed by and construed in
accordance with the laws of, without giving effect to conflict of laws.  Any action, suit, or proceeding arising out
of, based on, or in connection with this Agreement or the transactions
contemplated hereby may be brought only in the State of Nevada and each party m
a n t a and agrees not assert, by way of motion, as a defence, or otherwise in
any such action, suit, or proceeding, my claim that It or he is not subject
personally to the jurisdiction of such court, that its or his property is
exempt or immune from attachment or execution, that the action, suit, or
proceeding is brought in an inconvenient forum, that the venue of the action,
suit, or proceeding is improper, or that this Agreement or the subject matter
hereof may not be enforced in or by such court.


 


IN
WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above.


 


	
   

  	
  SUPERIOR NETWORKS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Alex
  Goldman

  	
   

  
	
   

  	
  Alex Goldman, President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AEROPLUS S.A.S.

  
	
   

  	
  By

  	
  /s/
  Jean-Marie Gras

  	
   

  
	
   

  	
  Jean-Marie Gras, President

  	
   

  



 


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