Asset Contribution And Exchange Agreement

EXHIBIT 1
ASSET CONTRIBUTION AND EXCHANGE AGREEMENT


THIS ASSET CONTRIBUTION AND EXCHANGE AGREEMENT (the "Agreement") is entered into effective as of the 20th day of May, 2001, by and between PARK VANGUARD, LLC., a Nevada limited liability company ("Park"), and CROWN JEWEL RESOURCES CORP., a Delaware corporation ("Crown"). RECITALS


A. Park has acquired, as of the date hereof, certain Real Property (hereinafter defined) in Sanpete County, Utah (all as hereafter defined); and


B. Park desires to contribute, assign, transfer and deliver to Crown, subject to Section 351 of the Internal Revenue Code (the "Code"), all of Park's right, title and interest to such Real Property in exchange for certain real and tangible property related to manufacturing and selling of gold jewelry, subject to Sections 301 and 337 of the Code and the sale of common stock (the "Crown Assets").


NOW, THEREFORE, in consideration of the covenants, representations, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I


ASSET CONTRIBUTION AND PURCHASE AND SALE OF THE COMMON STOCK


1.1 Contribution. Contemporaneously with the execution and delivery hereof, and upon the terms and conditions hereof, Park shall contribute, assign, transfer and deliver to Crown, and Crown shall accept, all of Park's right, title and interest in and to the real property and interests in real property and buildings, structures and improvements thereon (including easements, rights-of- way, water rights, tenements, hereditaments, appurtenances, fixtures and other real property rights appertaining thereto) leased or owned by Park and more particularly described on Schedule 1.1(a) ( "Gateway") which is owned by Park as the same shall exist on the Closing Date (as defined herein), including:


(a) all right, title and interest of Park under the Development
Agreement; and


(b) all goodwill associated with Gateway;


1.2 Retained Assets. Crown expressly understands and agrees that the assets and properties set forth on Schedules 1.2 (the "Retained Assets") shall be excluded from Gateway.


1.3 Contribution Consideration. At the Closing (defined below), as consideration for the contribution of Gateway, Crown shall deliver to Park the Crown Assets including:


(a) all trade fixtures, machinery and equipment, computer equipment (including hardware and software), office equipment and supplies, other supplies, furniture, parts and other tangible personal property (and interests in any of the foregoing) previously acquired by Crown (whether or not currently used) for the manufacture of gold, platinum and silver jewelry (the "Crown Assets"), including all items of personal property which are all set forth on Schedule 1.3(a) (the "Crown Personal Property"), and any additions or accessions thereto or substitutions therefor or proceeds thereof;


(b) the option provided by Section 1.1(b) of the certain Asset Contribution and Stock Purchase Agreement dated June 8, 2000, to acquire real property and interests in real property and buildings, structures and improvements thereon (including easements, rights-of-way, water rights, tenements, hereditaments, appurtenances, fixtures and other real property rights appertaining thereto) leased or owned by Crown and more particularly described on Schedule 1.3(b) (the "Crown Real Property");


(c) stock certificate(s) evidencing such shares of validly issued, fully paid and non- assessable restricted shares of the Common Stock of Crown as shall equal $1.675 million at 50% of the lowest bid price over the preceding sixty days (the "Shares").


1.4 The Closing. The closing of the contribution of Gateway and exchange of Crown Assets (the "Closing") shall take place at the offices of Greenberg Traurig LLP, 3290 Northside Parkway, Suite 400, Atlanta, Georgia 30327, or at such other place, date and time as the parties may mutually agree. The Closing shall be deemed effective as of 11:59 p.m. on the date of the Closing (the "Closing Date"). Notwithstanding the foregoing, all deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be deemed effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to the Closing), and shall be deemed to be consummated simultaneously.


1.5 Retained Liabilities. Neither party assumes, and shall not at any time hereafter (including on or after the Closing Date) become liable for, any liabilities of the other or any of its affiliates, other than the Assumed Liabilities (the "Retained Liabilities"). For the avoidance of doubt, the Retained Liabilities including, but are not limited to, the following: (a) any liability whether presently in existence or arising hereafter which is attributable to a Retained Asset; (b) any liability the existence of which constitutes a breach of any representation or warranty by each party hereunder; (c) any liability whether currently in existence or arising hereafter relating to fees, commissions or expenses owed to any broker, finder, investment banker, attorney or other intermediary or advisor employed by each party or any of its affiliates in connection with the transactions contemplated hereby or otherwise; (d) any liability, whether currently in existence or arising hereafter, owed by each party to the members of each party or any of their respective associates or affiliates; (e) all liabilities and obligations of each party under this Agreement and any other agreement entered into in connection herewith and (f) those liabilities described as Retained Liabilities on Schedule 1.5.


1.6 Related Agreements and Other Deliveries. In addition to the foregoing, each of Crown and Park covenant and agree to execute the agreements and make the deliveries described in Article V hereof at the Closing.


ARTICLE II


REPRESENTATIONS AND WARRANTIES OF PARK


Park represents and warrants to Crown, which representations and warranties shall survive the Closing in accordance with Section 6.1, as set forth below.


2.1 Organization. Park is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. Park has the requisite power and authority to own Gateway.


2.2 Authority. Park has the necessary power and authority to execute and deliver this Agreement and all related agreements hereto (the "Other Agreements") and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Park have been duly and validly authorized and approved by all necessary company action of Park and no other company or member proceedings on the part of Park, its Managers or members are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Park and, assuming the due authorization, execution and delivery hereof by Crown, constitutes the legal, valid and binding obligation of Park, enforceable against Park in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability or rights of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies.


2.3 No Conflicts, Required Filings and Consents. The execution, delivery and performance of this Agreement and all Other Agreements by Park, the consummation by Park of the transactions contemplated hereby and thereby and compliance by Park with any of the provisions hereof do not and will not: (a) conflict with or violate the Certificate of Organization or written Operating Agreement of Park; (b) to the knowledge of Park result in a material violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Park or Gateway; (c) result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material contract, agreement or arrangement related to Gateway, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of Gateway or the other properties or assets of Park, which violation or breach would have a Material Adverse Effect; or (d) require any consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification (any of the foregoing being a "Consent") to (i) any government or subdivision thereof, whether domestic, foreign or multinational, or any administrative, governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (a "Governmental Entity"); or (ii), except with respect to Gateway, any individual, corporation, trust, partnership, limited liability


company or other entity (collectively, a "Person"), the failure of which to obtain would have a Material Adverse Effect. A "Material Adverse Effect" means a change in, or effect on, the operations, affairs, prospects, financial condition, results of operations, assets, liabilities, reserves or any other aspect of Park that results in a material adverse effect on, or a material adverse change in Park.


2.4 Reserved.


2.5 Brokers' Fees. Park has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to this transactions contemplated by this Agreement.


2.6 Litigation. To Park's knowledge, there is no action, suit, claim, proceeding or investigation pending or, to the best of Par ...