270 Legal [Sample Agreements]

THIS EXCHANGE AGREEMENT (the “Agreement”) made as of this 1st day of October, 2004 (the “Effective Date”), by and among and those persons executing this Agreement whose names and addresses are set forth in the signature pages (collectively, the “Shareholders”), owning all of the issued and outstanding shares of Advance Nanotech, Inc. (“ADNANO”), a Delaware corporation with its principal address at 712 5th Avenue, New York, New York 10019 and Artwork & Beyond, Inc. (“ARTWORK”), a Colorado corporation, with a principal address at 331-E Dante Court, Holbrook, New York, NY 11741.

INTRODUCTION

WHEREAS, ADNANO is a corporation which is engaged in developing nanotechnology products;

WHEREAS, the Shareholders own all the issued and outstanding shares of common stock of ADNANO;

WHEREAS, the Shareholders desire to exchange all of their shares of the common stock of ADNANO for an aggregate of 70,000,000 shares of the common stock and a rights agreement for a further 1,910,000,000 shares of common stock of ARTWORK (hereinafter, the “Exchange”) with the result being that ADNANO will become a wholly owned subsidiary of ARTWORK;

WHEREAS, immediately prior to the Exchange, the Board of Directors of ARTWORK shall authorize the transfer of its business existing at the time of Closing (as hereinafter defined), including, but not limited to all Liabilities to a newly formed subsidiary, the ownership of which shall, following the Closing, be transferred to a third party (hereinafter, the entire transaction described in this paragraph shall be referred to as the “Spin-Off Transaction”);
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