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Exhibit 10.1
STOCK ACQUISITION-DISTRIBUTION AGREEMENT
between
SUNRISE MEDIA GROUP, INC.
and
GLOBAL MEDICAL PRODUCTS HOLDINGS, INC.
The parties, consisting of Global Medical
Products Holdings, Inc. ("Global"), a
Nevada Corporation, and Sunrise Media
Group, Inc. ("SMG"), a Nevada corporation,
on the 17th day of March, 2004, enter into
this Stock Acquisition-Distribution
Agreement whereby the parties set out their
benefits, obligations and
understandings follows:
BACKGROUND RECITALS
WHEREAS, Global is a Nevada corporation,
operating as a public company (trading
symbol: "GMDP"), whose common stock is
traded on the pink sheets, and who is
interested in entering into an Agreement to
acquire certain interests in SMG in
order to accomplish certain of its business
goals, objectives and purposes, and
WHEREAS, SMG is a Nevada corporation,
operating as a private company, whose
common stock is closely held, holding
certain valuable assets primarily
identified as the "media library" and who
is interested in becoming a
publicly-traded entity by distributing a
percentage of its stock to the
shareholder base of Global in exchange for
Global causing SMG to be listed in
the Pink Sheets, thereby becoming a
publicly-traded stock, and then
expeditiously in due course applying for a
listing on the Bulletin Board stock
exchange, and
WHEREAS, SMG is able to authorize and issue
such classes of stock as are
necessary to carry out the further terms of
this Agreement, and
WHEREAS, upon receipt of such shares of
SMG, Global will redistribute such
shares to its respective shareholders as a
dividend, thereby causing SMG to then
be a publicly-traded company.
NOW THEREFORE, for valuable consideration
exchanged and acknowledged, and on the
basis of the mutual promises and covenants
contained herein which are binding
and enforceable, the parties agree to the
following provisions:
1.
Incorporation of Recitals. The foregoing Background Recitals
are incorporated by reference into the body of this Agreement,
and are equally as binding on the parties as the other
provisions hereof.
2.
Effective date. The effective date of this Agreement is the
date set out above in the first paragraph of this Agreement.
3.
Essential Purpose of Transaction. The essential purpose of the
transaction set out in this Agreement is to accomplish the
distribution of 25 % of the issued and outstanding shares of
SMG by Global, in two classes of stock, common and preferred,
as a dividend to the shareholders of Global (in accordance
with procedures set out in this Agreement), thereby rendering
Sunrise Media Group, Inc. a publicly traded company, in
exchange for the use of the shareholder list of Global.
4.
Representations and Obligations of SMG. SMG, in the context of
this Agreement, makes the following representations:
a. It
will assign all its right, title and interest in
and to that certain inventory described as "media
library" in connection with the objectives of this
Agreement.
b. It
has or will form a privately-held corporation,
incorporated under the laws of the state of Nevada,
in order to fulfill the essential terms of this
Agreement.
c. It
will tender
