Exhibit 99.1
STOCK PURCHASE AGREEMENT
This is an agreement ("Agreement") between Xxxx Xxxxxxxxxxxxx ("Seller") and Avi
Xxxxxxxxxx Trust Company Ltd. ("Buyer") made this 19th day of August 2003.
WHEREAS:
A. Seller owns 73,200 shares (the "Shares") of XXXX Logic Inc. a company
incorporated under the laws of the state of Washington State (the
"Company"); and
B. Seller wishes to sell 73,200 Shares of the Company (the "Contract
Shares") to the Buyer.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchases and Sale of Contract Shares
(a) Seller hereby agrees to sell the Contract Shares to the Buyer
at a purchase price per share, which shall be $.5784 per share
for a total of $42,338.88 (the "Consideration") and payable in
full on the date of this Agreement.
(b) The closing of the transaction shall occur when this Agreement
is executed by Seller. On the closing and pursuant to an
Escrow Agreement dated August 19, 2003, Buyer shall deliver
through First American Stock Transfer Inc. the Consideration
to Seller.
(c) Pursuant to an Escrow Agreement dated August 19, 2003, Seller
shall deliver through First American Stock Transfer Inc. the
Contract Shares to the buyer free and clear of all liens,
claims or encumbrances.
2. Representations and Warranties
(a) As an inducement for Buyer to enter into this Agreement,
Seller represents and warrants that:
(i) Seller has the lawful power and authority to enter
into this Agreement;
(ii) Seller owns the Shares free and clear of all liens,
claims or encumbrances; and
(iii) Seller is not aware of any material adverse
information with respect to the Company.
(iv) Seller represents that such shares are free trading
and the Contract Shares, when transferred to the
Seller, shall not have any restriucitve legend.
(b) As an inducement for Seller to enter into this Agreement, Buyer
represents and warrants that Buyer has the lawful power and
authority to enter into this Agreement.
3. Binding Effect. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit or the parties
hereto, their heirs, legal representatives, successors and permitted
assigns. This Agreement may be signed by fax and in counterpart.
4. Governing Law, This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, without giving effect
to the conflict of laws principles thereof.
In witness hereof the parties hereby affix their signatures.
SELLER BUYER
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