STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
this 27th day of November, 2002, by and between RRUN VENTURES NETWORK, INC., a
Nevada corporation ("RRUN"), and Emanuel Koseos ("Mr. Koseos").
Recitals
A. This Agreement provides for the purchase by Mr. Koseos of 100% of
the issued and outstanding shares of AXXUS CORPORATION, a Nevada corporation
("AXXUS").
B. RRUN owns one hundred (100) shares of stock of AXXUS, which one
hundred (100) shares constitutes 100% of the issued and outstanding capital
stock of AXXUS.
C. RRUN now desires to sell to Mr. Koseos and Mr. Koseos desires to
purchase from RRUN 100% of the issued and outstanding capital stock of AXXUS,
all according to the terms and conditions of this Agreement.
Agreement
NOW, THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived herefrom, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF RRUN
Section 1.1 Organization. AXXUS is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada.
Section 1.2 Capitalization. All issued and outstanding shares of AXXUS
total one hundred (100) shares of common stock, which shared are legally issued,
fully paid and nonassessable and are not issued in violation of the preemptive
or other rights of any person. AXXUS has no other securities, warrants or
options authorized or issued.
Section 1.3 Ownership and Related Matters. Any software or other
proprietary work owned by RRUN or any of its affiliated companies, created by
Emanuel Koseos and/or Kaph Data Engineering ("Kaph Data"), is owned by AXXUS.
Section 1.4 Liabilities. The total liabilities of AXXUS does not exceed
$1,000 in the aggregate without taking into consideration amounts owed to Saya
Kyvrikosaios, Mr. Koseos and Kaph Data.
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ARTICLE II
STOCK PURCHASE
Section 2.1 Share Purchase. RRUN hereby sells one hundred (100) issued and
outstanding shares of stock of AXXUS to Mr. Koseos for $1.00.
ARTICLE III
MISCELLANEOUS
Section 3.1 Counterparts Facsimile Execution. For purposes of this
Agreement, a document (or signature page thereto) signed and transmitted by
facsimile machine or telecopier is to be treated as an original document. The
signature of any party thereon, for purposes hereof, is to be considered as an
original signature, and the document transmitted is to be considered to have the
same binding effect as an original signature on an original document. At the
request of any party, a facsimile or telecopy document is to be re-executed in
original form by the parties who executed the facsimile or telecopy document. No
party may raise the use of a facsimile machine or telecopier machine as a
defense to the enforcement of the Agreement or any amendment or other document
executed in compliance with this Section.
Section 3.2 Incorporation of Recitals. All of the recitals hereof are
incorporated by this reference and are made a part hereof as though set forth at
length herein.
Section 3.3 Expenses. Each party herein shall bear all of their respective
costs and expenses incurred in connection with the negotiation of this Agreement
and in the consummation of the transactions provided for herein and the
preparation therefore.
Section 3.4 Headings; Context. The headings of the sections and paragraphs
contained in this Agreement are for convenience of reference only and do not
form a part hereof and in no way modify, interpret or construe the meaning of
this Agreement.
Section 3.5 Benefit. This Agreement shall be binding upon and shall inure
only to the benefit of the parties hereto, and their permitted assigns
hereunder. This Agreement shall not be assigned by any party without the prior
written consent of the other party.
Section 3.6 Public Announcements. Except as may be required by law, neither
party shall make any public announcement or filing with respect to the
transactions provided for herein without the prior consent of the other party
hereto.
Section 3.7 Severability. In the event that any particular provision or
provisions of this Agreement or the other agreements contained herein shall for
any reason hereafter be determined to be unenforceable, or in violation of any
law, governmental order or regulation,
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such unenforceability or violation shall not affect the remaining provisions of
such agreements, which shall continue in full force and effect and be binding
upon the respective parties hereto.
Section 3.8 No Strict Construction. The language of this Agreement shall be
construed as a whole, according to its fair meaning and intendment, and not
strictly for or against either party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or terms or conditions hereof
Section 3.9 Execution Knowing and Voluntary. In executing this Agreement,
the parties severally acknowledge and represent that each: (a) has fully and
carefully read and considered this Agreement; (b) has been or has had the
opportunity to be fully apprised by its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; and (c) is
executing this Agreement voluntarily, free from any influence, coercion or
duress of any kind.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly authorized, and entered
into as of the date first above written.
RRUN VENTURES NETWORK, INC., EMANUEL KOSEOS
a Nevada corporation
By: /s/ Xxx Xxxxxxx By: /s/ Emanuel Koseos
____________________________ ____________________________
Emanuel Koseos
Its: Xxx Xxxxxxx, CEO
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