ARRANGMENT AGREEMENT
THIS AGREEMENT dated the 6th day of April, 2006.
BETWEEN:
Morningstar Industrial Holdings Corp.
OF THE FIRST PART
AND:
Liverpoole Inc.
OF THE SECOND PART
AND: World Mobile Network Corp.
OF THE THIRD PART
NOW THIS ARRANGEMENT AGREEMENT is made further to an Agreement in Principle
dated November 24th, 2005 (the "Agreement"), a copy of which has been inspected
by the parties under a Confidentiality Agreement of even date, and in
consideration of an amount of $100.00 paid by Morningstar Industrial Holdings
Corp. to each of Liverpoole Inc. and World Mobile Network Corp. and other good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged) WITNESSES that the parties hereby covenant and agree with the
terms, conditions, stipulations, and provisions hereinafter set forth, and agree
to observe, perform, and be bound by the same, as follows:
1. Subject to the conditions precedent set forth below, Morningstar
Industrial Holdings Corp. hereby agrees to issue 20,000,000 restricted
common shares to World Mobile Network Corp. in exchange for all of the
interest of World Mobile Network Corp. in Liverpoole Inc., including
without limitation, its certain right and entitlement to acquire an
interest in a certain online gaming business and software assets from
a confidential third party for a remaining balance of US$3,000,000 due
and payable on April 28th, 2006 under the terms of the aforesaid
Agreement in Principle dated November 24th, 2005, as amended (the
"Transaction").
2. Morningstar Industrial Holdings Corp. covenants and agrees with World
Mobile Network Corp. to use commercially reasonable efforts to assist
with the successful completion of the obligations of Liverpoole Inc.
under the aforesaid Agreement in Principle.
3. World Mobile Network Corp. and Liverpoole Inc. each hereby represent
and warrant to Morningstar Industrial Holdings Corp. that they have
not previously assigned or otherwise dealt with their interest in the
Transaction to any other party.
4. The obligations of Morningstar Industrial Holdings Corp. are
conditional upon the following:
(a) With the assistance of Morningstar Industrial Holdings Corp.,
Liverpoole Inc. shall have paid an amount of US$3,000,000 to the
confidential third party pursuant to the Transaction on April
28th, 2006 or such other closing date as shall in writing be
agreed to; and, (b) The shareholders of Morningstar Industrial
Holdings Corp. shall have agreed to a requisite increase in the
authorized capital of Morningstar Industrial Holdings Corp. (the
"Conditions Precedent").
5. In consideration of Morningstar Industrial Holdings Corp. successfully
performing the Conditions Precedent World Mobile Network Corp. hereby
assigns to Morningstar Industrial Holdings Corp. all of its right and
entitlement in Liverpoole Inc., including without limitation, the
right to acquire an interest in a certain online gaming business and
software assets from the confidential third party pursuant to the
Transaction.
6. This Modification Agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective assigns. 1.
7. This Arrangement Agreement shall be interpreted pursuant to the laws
of Nevis, which is hereby deemed to be the place of contract by the
parties.
IN WITNESS WHEREOF the parties executed these presents as of the day
and year first above written (notwithstanding the date of execution).
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Morningstar Industrial Holdings Corp. LIVERPOOLE INC. World Mobile Network Corp.
By: By: By:
Name:___________________________ Name:___________________________ Name:___________________________
Title:__________________________ Title:__________________________ Title:__________________________
Address:________________________ Address:________________________ Address:________________________
Facsimile No.:__________________ Facsimile No.: ________________ Facsimile No.: ________________
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