First Canadian American Holding Corp – ‘8-K’ for 1/7/02 – EX-10.1

On:  Monday, 1/28/02   ·   For:  1/7/02   ·   Accession #:  1019687-2-123   ·   File #:  0-22947

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     14K 
 2: EX-10.1     Material Contract                                      3     11K 

EX-10.1   —   Material Contract

EX-10.1
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EXHIBIT 10.1                                                                    

STOCK EXCHANGE AGREEMENT
------------------------

      This Stock Exchange Agreement (the "Agreement") dated the 7th day of
January, 2002 is by and between The International Monetary Reserve ("IMR"), a   
foreign corporation and Adatom.com Corp. ("ADTM"), a Delaware corporation traded
OTC under the symbol "ADTM."                                                    

   NOW, THEREFORE, in consideration of and in reliance on the mutual
promises and representations and warranties contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is  
hereby acknowledged, IMR and ADTM agree as follows:                             

1.0      IMR shall acquire 25,000,000 newly issued shares (subject to Regulation
       S of the Securities Act Rules) of ADTM (representing control of ADTM)
     in exchange for 10,000 common unrestricted shares of Global Reserve
        Corp (USA OTC symbol:GLBR) valued at $238,800 USD based on the closing
bid of $23.88 per share on Friday, December 21, 2001.         

      IMR certifies that it is not an U.S. person and is not acquiring the
securities for the account or benefit of any U.S. person.     

  IMR has been informed and agrees that the offer and sale of ADTM
        securities under this Agreement has been made pursuant to Regulation S
      and that the resale and/or transfer of such securities is prohibited
       except in accordance with the provisions of Regulation S, pursuant to
       registration under the Act or pursuant to an available exemption from
         registration; and that hedging transactions may not be conducted unless
in compliance with the Act.                                   

2.0      The execution and delivery of this Agreement and the consummation of   
       the transactions contemplated in this Agreement have been, or will be
         prior to closing, duly authorized by all requisite corporate actions on
     the part of IMR and ADTM. This Agreement has been duly executed and
   delivered by IMR and ADTM and constitutes the valid, binding, and
   enforceable obligation of IMR and ADTM. Both parties will provide
        copies of corporate resolutions authorizing the Agreement to the other
party prior to the closing of this Agreement.                 

3.0      The parties specifically agree to execute or cause to be executed as   
reasonably requested by any other party from time to time such
         instruments and documents as may be necessary in order to carry out and
         effectuate the purposes of this Agreement. The parties agree to execute
     and deliver, simultaneously with the execution of this Agreement, a
hold-harmless agreement between IMR and ADTM.                 

EX-10.1
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       Further, at closing, ADTM will elect Elvira Gamboa, President of IMR,
to its current board of directors.                            

4.0      Gordon Lee, President of ADTM, will deliver all books and records of   
         ADTM, on floppy disk, to Elvira Gamboa, President of IMR, at closing at
         1156 Shadow Hill Way, Beverly Hills, California at 4:00 P.M. on January
         2, 2002. ADTM represents, and IMR agrees, that ADTM is being sold on an
"as is" basis. This is the entire agreement of the parties and
        supercedes any previous verbal or written negotiations. Any changes or
      amendments of this agreement are not effective unless in writing and
       signed by all parties. There are no verbal or written representations
        or warranties of any kind made by Lee or ADTM in conjunction with this
transaction.                                                  

     IMR represents that, by virtue of it respective economic bargaining
       power or otherwise, it has had access to or have been furnished with,
         prior to or concurrently with closing, information necessary to make an
 informed decision under this Agreement, and that it has had the
 opportunity to ask questions of and receive answers from ADTM's
         officers and directors, or any party acting on their behalf, concerning
       the business of ADTM and that they have had the opportunity to obtain
    any additional information, to the extent that ADTM possesses such
       information or can acquire it without unreasonable expense or effort,
       necessary to verify the accuracy of information obtained or furnished
by ADTM.                                                      

      IMR has been informed and agrees that there are a number of lawsuits
        pending against ADTM for non-payment of past due invoices, etc., which
     are from ADTM's past business of e-commerce and B2B. These lawsuits
       have not been resolved and continue as a corporate obligation for the
new management of ADTM.                                       

5.0      Notwithstanding the obligations set forth in paragraph 1.0 of the      
         Agreement, IMR will deliver to ADTM US$5,000 in cash or cashier's check
    drawn on a California bank on January 2, 2002, and 1,000 shares of
        GLBR, within thirty days of the execution of this Agreement. ADTM will
    deliver said consideration to Lee, which will settle all debts and
    obligations between ADTM and Lee as contemplated by the Agreement.

       In an individual capacity, Lee hereby agrees to grant IMR a one-month
   option to purchase the 1,000 shares of GLBR from him for $15,000.
         Should IMR not exercise its option, Lee agrees to sell the 1,000 shares
at the rate of 100 shares every two weeks maximum.            

[signatures begin on the next page]                                             

EX-10.1
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/s/ Gordon Lee                              /s/ Elvira Gamboa                   
--------------                              -----------------                   
Gordon Lee, President                       Elvira Gamboa, President            

Adatom.com Corp.                            The International Monetary Reserve  

/s/ Gordon Lee                                                                  
---------------                                                                 
Gordon Lee, an Individual                                                       

Beverly Hills, California (USA)                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/28/02
For Period End:		1/7/02							8-K/A
		1/2/02		2
		12/21/01		1
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