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.
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 January2, 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
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
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.
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