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Share Exchange Agreement

 

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Title:

Share Exchange Agreement

Entities:

Bach-Hauser, Inc.; Financial Access Solutions Technology, Inc.; Hauser, Inc.

Date:

2003

Size:

Preview shows 5KB of 83KB total

Price:

$52

ID:

#1251703

 

 

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                    SHARE EXCHANGE AGREEMENT


This Agreement dated April 9, 2003 is entered into by and between
BACH-HAUSER, INC., a corporation organized under the laws of the
State of Nevada ("BHUS"), and SILHOUETTE MEDIA GROUP INC., a
corporation organized under the laws of the Province of Ontario,
Canada ("SMG"), and the owners of the capital stock of SMG listed
on Exhibit A of this Agreement, who execute and become a party to
this Agreement.

WHEREAS, BHUS desires to acquire up to 40% of the issued and
outstanding stock of SMG listed on Exhibit B in consideration for
common stock in BHUS.

WHEREAS, the SMG Shareholders wish to exchange their respective
stock ownership interest for the common stock of BHUS.

NOW, THEREFORE, in consideration on the foregoing and the mutual
representations, warrants, covenants and agreements hereinafter
set forth and the mutual benefits to the parties to be derived
herefrom, the parties agree as follows:

1. Exchange of Shares

1.1 Tender and Exchange.

a. Subject to the terms and conditions of this
Agreement, at the Closing to be held as provided
in Section 2, BHUS shall tender the BHUS Shares
(defined below) to SMG on behalf of the SMG
Shareholders.

b. SMG shall receive the BHUS Shares from BHUS on
behalf of its respective Shareholders, free and
clear of all encumbrances other than restrictions
imposed by Federal and State securities laws.

1.2 Transaction. At the Closing, BHUS will tender
__6,000,000 (Six Million) shares of its common stock
(the "BHUS Shares"), valued at $0.03 USD (Three Cents
USD)_ per share, in exchange for _4,000 (Four
Thousand)_ outstanding shares of capital stock of SMG
(the "SMG Shares"). The BHUS Shares shall be issued
and delivered to the SMG Shareholders as set forth in
Exhibit A hereto.

2. The Closing.

2.1 Place and Time. The closing of the instant transaction
(the "Closing") shall take place at _The offices of
Sopov & Company located at 25 Toronto St., Toronto,
Ontario, Canada, no later than the close of business on
_April 18, 2003, or at such other place, date and time
as the parties may agree in writing.

2.2 Deliveries by SMG. At the Closing, SMG and the SMG
Shareholders shall deliver the following to BHUS:


5

a. Certificates representing the SMG Shares
registered in the name of BHUS (without any legend
or other reference to any Encumbrance) other than
those required by federal and or state securities
law.

b. The documents contemplated by Section 3.

c. All other documents, instruments and writings
required by this Agreement to be delivered by SMG
at the Closing and any other documents or records
relating to SMG's business reasonably requested by
BHUS in connection with this Agreement.

2.3 Deliveries by BHUS. At the Closing, BHUS shall deliver
the following to SMG:

a. The BHUS Shares as contemplated by Section 1, in
the form specified in Exhibit A.

b. The documents contemplated by Section 4.

c. All other documents, instruments and writings
required by this Agreement to be delivered by BHUS
at the Closing and any other documents or records
relating to BHUS's business reasonably requested
by SMG in connection with this Agreement.

3. Conditions to BHUS's Obligations.

The obligations of BHUS to effect the Closing shall be
subject to the satisfaction at or prior to the Closing of
the following conditions, any one or more of which may be
waived by BHUS:

3.1 No Injunction. There shall not be in effect any
injunction, order or decree of a court of competent
jurisdiction that prevents the consummation of the
transactions contemplated by this Agreement, that
prohibits BHUS's acquisition of the SMG Shares or
BHUS's receipt of SMG Shares or that will require any
divestiture as a result of BHUS's acquisition of the
SMG Shares or that will require all or any part of the

 

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