Common use of Exchange of Stock Clause in Contracts

Exchange of Stock. Upon the terms and conditions set forth in this Agreement, the Sellers shall exchange, sell, assign, and transfer to the Purchaser at the closing of this Agreement (the "Closing"), free and clear of all liens and encumbrances, and the Purchaser, upon the basis of the covenants, warranties and representations of the Sellers set forth herein, shall accept from the Sellers at the Closing all 5,000,000 shares of the Company Stock owned by the Sellers. Subject to the terms of this Agreement and in reliance on the representations and warranties of the Sellers, and in full consideration therefor, the Purchaser shall deliver to the Sellers, in exchange, at the Closing 15,000,000 shares of the Purchaser's common stock, par value $0.001 per share (the "Purchaser's Stock"). The Purchaser's Stock shall be delivered 6,000,000 shares to US Microbics, Inc. and 9,000,000 shares to USM Capital Group, Inc.

Exchange of Stock. Upon the terms and conditions set forth in this Agreement, the Sellers shall exchange, sell, assign, and transfer to the Purchaser at the closing of this Agreement (the "Closing"), free and clear of all liens and encumbrances, and the Purchaser, upon the basis of the covenants, warranties and representations of the Sellers set forth herein, shall accept from the Sellers at the Closing all 5,000,000 2,000,000 shares of the Company Stock owned by the Sellers. Subject to the terms of this Agreement and in reliance on the representations and warranties of the Sellers, and in full consideration therefor, the Purchaser shall deliver to the Sellers, in exchange, at the Closing 15,000,000 800,000 shares of the Purchaser's common stock, par value $0.001 per share (the "Purchaser's Stock"). The Purchaser's Stock shall be delivered 6,000,000 320,000 shares to US U.S. Microbics, Inc. and 9,000,000 480,000 shares to USM Capital Group, Inc.