Stock Exchange Agreement.

Exhibit 10.1


STOCK EXCHANGE AGREEMENT


This Stock Exchange Agreement dated this 31st day of March, 1999, is made and entered into by and between AMERI-CAP MORTGAGE GROUP, INC., a Florida corporation ("Ameri-Cap"), FINANTRA CAPITAL, INC., a Delaware corporation ("Finantra"), BRISTOL INVESTMENT GROUP L.L.C., a Florida limited liability company ("Bristol") and TITAN MORTGAGE GROUP, INC., a Florida corporation ("Titan").
W I T N E S S E T H :


WHEREAS, Titan is a corporation organized and existing under the laws of the state of Florida and is capitalized with one million shares of common stock having a par value of $.01 per share, and


WHEREAS, Titan as of the date of executing this agreement has a net tangible net worth in the sum of $100,000.00 as represented on its Statement of Financial Condition attached hereto as Exhibit "A", and


WHEREAS, Bristol has agreed to invest up to an additional $50,000.00 in capital as may be needed or required by Titan in the future for working capital, and


WHEREAS, Titan will be engaged in the origination and processing of mortgage loans in furtherance of its Branch Office Agreement to be executed with Ameri-Cap Mortgage Group, Inc., a copy of said agreement being attached hereto and made a part hereof as Exhibit "B", and


WHEREAS, Bristol is the owner of 100% of the authorized, issued and outstanding common shares of Titan, and


WHEREAS, Ameri-Cap is desirous of acquiring on the closing date 80% of the authorized, issued and outstanding common shares of Titan (the "Shares") upon the terms and


conditions set forth in this agreement together with the right to acquire the balance of Bristol's common shares of Titan in the future, and


WHEREAS, the parties desire to document their representations, warranties, covenants, agreements and conditions in a written instrument.


NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1. RECITALS: The above and foregoing recitals are true and correct and are incorporated herein.


2. EXCHANGE OF SHARES: Finantra shall exchange, transfer and convey to Bristol 400,000 shares of Finantra common stock in exchange for 800,000 shares of the authorized, issued and outstanding common shares of Titan on the closing date. Finantra agrees to use its best efforts to file a registration statement to register 209,000 shares of the Finantra exchange shares as soon as practicable but no later than 45 days from the date hereof.


3. FINANTRA'S ACQUISITION OF BALANCE OF TITAN SHARES: The balance of Bristol's shares in Titan not conveyed on the closing date shall be acquired by Finantra annually commencing one year from the closing date and on the same day each year ("Exchange Date") thereafter over the next three (3) years by Bristol exchanging 5% of the authorized, issued and outstanding common shares of Titan for an amount of Finantra's shares equal to the prorate after tax net profit of Titan during the previous calendar year based upon Bristol's percentage of common stock being exchanged multiplied by 15 and divided by the fair market value of Finantra's common shares as determined by the average closing share price for


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the 20 previous trading days prior to the exchange date. For example, if the net profit after taxes were one million dollars and the percentage of common stock being exchanged is 5%; 5% produces $50,000.00 which times 15 equals $750,000.00. If the stock price of Finantra were $5.00 per share, then Bristol would be entitled to 150,000 shares in exchange for the 5% of its original amount of common shares being exchanged. Expressed as a fraction this calculation would appear as follows:


Net profit after taxes x percentage of common stock being exchanged x 15 = Number of Exchanged Shares ------------------------------------------------------------------------
Average Share Sales Price


In the event the common shares of Finantra are not publicly traded on the exchange date and the Branch Office Agreement is still in full force and effect, Bristol shall be entitle to 150,000 common shares of Finantra for the common shares of Titan being exchanged on the Exchange Date. Notwithstanding the foregoing formula, the maximum number of shares that can be exchanged in any one year shall not exceed 150,000 common shares of Finantra.


4. CLOSING DATE: The closing date of this agreement shall take place on or before March_, 1999 or at such other time as shall be set forth in a writing signed by the parties hereto.


5. REPRESENTATIONS AND WARRANTIES OF BRISTOL:


5.1 Titan is a corporation organized and existing under the laws of the state of Florida.


5.2 Bristol has the power to enter into and carry out its obligations under this agreement.


5.3 The shares being exchanged in Titan are fully paid and non-assessable.


5.4 The aggregate number of common shares that Titan is authorized to have


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outstanding as of the date hereof is one million shares of common stock having a par value of $.01 per share. Titan has no other class of common shares authorized nor are there any shares of preferred stock authorized.


5.5 Bristol is and will be on the closing date the sole owner of all of the authorized, issued and outstanding shares of common stock of Titan, free and clear of any and all liens and encumbrances.


5.6 As of the date of executing this agreement as well as on the date of closing, Titan shall have no debts, liabilities or obligations which are not reflected on the Statement of Condition attached hereto as Exhibit "A" or as otherwise set forth on Exhibit "C" attached hereto.


5.7 Titan is not a party to any long term contract or commitment except for the Branch Office Agreement attached as Exhibit "B" and such other agreements as may be itemized on Exhibit "D" attached hereto.


5.8 Bristol represents that there are no liabilities, including but not limited to liabilities for federal, state and local taxes, penalties, assessments, lawsuits or claims against Titan or Bristol which in any way could effect the assets of Titan or the fulfillment of this agreement by Bristol.


6. REPRESENTATIONS AND WARRANTIES OF FINANTRA AND/OR AMERI-CAP: Finantra and/or Ameri-Cap represent and warrant to Bristol as follows:


6.1 Finantra is a duly organized and existing corporation under the laws of the state of Delaware and is authorized to conduct business in the state of Florida.


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6.2 Finantra has the power and authority to enter into this agreement and the execution, delivery and performance of this agreement has ...