Business Combination And Exchange of Assets

AGREEMENT OF BUSINESS COMBINATION
BY EXCHANGE OF ASSETS FOR
STOCK


AGREEMENT dated this 22 day of April, 1999, by and between THE AUXER COUP, INC., a corporation having its principal place of business at 30 Galesi Drive, Suite 304, Wayne, New ,jersey 07470 ("PURCHASER"), and Mr. Ernest DeSaye, Jr., doing business as Hardyston Distributors, having his principal place of business at 22-B Lasinski Road, Franklin, NJ 07416 (the "COMPANY").


W I T N E S S E T H


WHEREAS, The COMPANY is desirous of exchanging all or substantially all of its assets; and


WHEREAS, PURCHASER is desirous of acquiring all of the assets of the Company; and,


WHEREAS, the PURCHASER wishes to employ Mr. Ernest R. DeSaye, Jr. ("Employee"); and,


WHEREAS, Employee wishes to be employed by the PURCHASER; and,


WHEREAS, PURCHASER is a holding company which is publicly held and which owns automotive related products; and,


WHEREAS, the COMPANY is an automotive distributor in Northwest New Jersey;


IT IS NOW THEREFORE AGREED that in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:


1.Exchange of Assets.


1.1 Subject to the terms and conditions of this Agreement and the
performance by the parties hereto of their respective obligations
hereunder, then Company shall exchange, transfer, convey, assign and
deliver to PURCHASER, and PURCHASER shall receive, acquire and accept
on the Closing Date (as such term is hereinafter defined) all of the
right, title and interest of the Company, including all aspects to the
business, assets, goodwill, and rights of Company as shall exist on
the Closing Date, including, without limitation, inventory, accounts
receivable, goodwill, rights in tradenames, trademarks and copyrights,
all rights relating to or arising out of the business conducted by the
Company under express or implied warranty (as from the suppliers of
the Company with respect to the Assets being transferred to
PURCHASER), all books and records, correspondence, employment records
and files of or relating to the business or Assets of the Company
being exchanged with PURCHASER and all of the Company's right, title
and interest in and to each lease, contract, agreement, purchase order
or commitment to which the Company is a party or in which the Company
has rights, (all of such assets are collectively referred to
hereinafter as the "Assets"), free and clear of all liabilities,
obligations, liens and encumbrances, except as expressly assumed by
PURCHASER under Section 2 below.


1.2 The transfer of the Assets as herein provided shall be effected by
bills of sale, endorsements, assignments, drafts, checks, deeds and
other instruments of transfer and conveyance delivered to PURCHASER on
the Closing Date in form sufficient to transfer the Assets as
contemplated by this agreement and as shall be reasonably requested by
PURCHASER. Company covenants that (i) it will, at any time and from
time to time after the Closing Date, execute and deliver such other
instruments of transfer and conveyance and do all such further acts
and things as may be reasonably requested by PURCHASER to transfer and
deliver to PURCHASER or to aid and assist PURCHASER in collecting and
reducing to possession, any and all of the Assets; (ii) PURCHASER,
after the Closing Date, shall have the right and authority to collect,
for the account of PURCHASER, all checks, notes and other evidences of
indebtedness or obligations to make payment of money and other items
which shall be transferred to PURCHASER as provided herein and to
endorse with the name of Company any such checks, notes or other
instruments received after the Closing Date; and (iii) Company will
transfer and deliver to PURCHASER any cash or other property that
Company may receive after the Closing Date in respect of or arising
out of the business conducted by Company. After the Closing Date, at
reasonable times and upon reasonable notice, Company shall have access
to the books and records conveyed to PURCHASER hereunder, and
PURCHASER shall have access to any minute books, stock books and
similar corporate records retained by Company.


1.3 Company covenants that between the date hereof and the Closing Date
and, if reasonably requested by PURCHASER, after the Closing Date,
Company shall use its best efforts to obtain the consent of any
parties to any contracts, licenses, leases, commitments, sales orders,
purchase orders or other agreements being assigned by Company to
PURCHASER hereunder as shall be reasonably requested by PURCHASER. If
any such required consent is not obtained, this agreement shall not
constitute an agreement to assign the instrument relating thereto,
however Company shall cooperate with PURCHASER in any reasonable
arrangement to provide for PURCHASER the benefits under any such
contract, license, lease, commitment, sales order, purchase order or
other agreement, including enforcement, at the cost and for the
benefit of PURCHASER, of any and all rights of Company against the
other party thereto arising out of the breach or cancellation by such
party or otherwise.


2. Assumption of Liabilities. PURCHASER shall assume no liabilities of Company, except as specified in the list of liabilities which is attached hereto as Exhibit II.


3. Closing. The Closing hereunder (the "Closing") shall take place on or about the 8th day of April, 1999 at the offices of Roger L. Fidler, Esq. 400 Grove street, Glen Rock, New Jersey 07452 or at such other time and place as may be agreed by PURCHASER and the Company (the "Closing Date").


4.Exchange Terms; Allocation.


4.1 In consideration of the exchange and transfer of the Assets herein
contemplated, on the Closing Date, PURCHASER shall deliver at Closing
to Employee the sum of five thousand dollars ($5,000.00) in cash.
Certificates for shares of said PURCHASER'S common stock shall be
issued to Employee not later than 90 days after closing. The number of
these shares shall be equal to the value of the assets less $15,000
divided by the average of the bid and asked price on the day before
the Closing. The value of the assets shall be determined by taking the
sum of the cost of inventory, plus the collectable value of the
accounts receivable, plus the fair market value of the equipment and
rolling stock multiplied by 1.05. No other factors shall be taken into
account when calculating the value of the assets for the purpose of
this Agreement. In addition, Employee shall receive two additional
payments of $5,000.00 each to be paid 60 and 120 days after the date
of Closing. Employee shall also execute at Closing, the attached
Employment Agreement.


4.2 On the date of Closing, PURCHASER represents that in addition to the
above mentioned shares to be delivered to Employee, there shall remain
outstanding, in addition thereto, only the following shares held by
other shareholders, to wit:


Fifty Five Million (55,000,000).


5.Representations and Warranties of Company. Company hereby represents and warrants as follows:


5.1 Company is a sole proprietorship operating under the name of Hardyston
Distributors under the laws of the State of New Jersey and has full
power and authority to own its properties and carry on its business as
and in the places where such properties are now owned or such business
is now being conducted. on or before closing Company shall establish
to the satisfaction of PURCHASER that it has title to the Assets and
authority to convey the same in accordance with the terms of this
Agreement. Complete and correct copies ...