Exhibit 10.1
STOCK PURCHASE AGREEMENT
Dated as of July 1, 2003
From
The Shareholders of Humana Trans Services Holding Corp.
To
Steam Cleaning USA, Inc.
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of July 1, 2003, between the
shareholders of Humana Trans Services Holding Corp., (individually "Seller" and
collectively "Sellers") and Steam Cleaning USA, Inc., a company formed and
existing under the laws of the State of Delaware (the "Purchaser").
RECITALS
WHEREAS, the shareholders of Humana Trans Services Holding Corp., (the
"Company") desire to sell their shares of the Company to the Purchaser, for
shares of common stock of the Purchaser (Sellers' shares of common stock of the
Company are hereinafter referred to as the "Shares"); and
WHEREAS, Steam Cleaning USA, Inc., the Purchaser, has offered to
purchase all of the Shares.
NOW THEREFORE, in consideration of the mutual covenants and
undertakings and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties, intending to be bound, agree as follows:
ARTICLE I
PURCHASE, SALE AND TERMS OF SHARES
1.1. Purchase and Sale. The Sellers agree to sell and Purchaser
agrees to purchase all but not less than all of the Shares on
the terms and subject to the conditions hereinafter set forth.
Currently the Company has 1,000 shares issued and outstanding,
which shall be exchanged for a total of 6,000,000 shares of
common stock of Purchaser, in the amounts as set forth on
Exhibit A hereto, to be issued after the proposed reverse
split of the shares of common stock of the Purchaser in an
amount of 8 old shares for 1 new share.
1.2. Terms. The purchase price for all of the Shares is 6,000,000
shares of common stock of the Purchaser, subject to the
restrictions of Rule 144 of the Securities and Exchange
Commission.
1.3. The Closing. Closing. The Closing shall take place at the
offices of the Seller, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on July 1, 2003, (the "Closing Date"), or such
other date and place as the parties shall agree to in writing.
1.4. Representations by the Purchaser. The Purchaser makes the
following representations and warranties to the Company:
A. Access to Information The Purchaser, in making the
decision to purchase the Shares, has relied upon the
representations and warranties contained in this
Agreement as well as independent investigations made
by it and/or its representatives, if any.
B. Sophistication and Knowledge. The Purchaser and/or
its representatives has such knowledge and experience
in financial and business matters that it can
represent itself and is capable of evaluating the
merits and risks of the purchase of the Shares.
C. Authority. The Purchaser has full right and power to
enter into and perform pursuant to this Agreement and
make an investment in the Company, and this Agreement
constitutes the Purchaser's valid and legally binding
obligation, enforceable in accordance with its terms.
The Purchaser is authorized and otherwise duly
qualified to purchase and hold the Shares and to
enter into this Agreement.
D. Brokers or Finders. No person has or will have, as a
result of the transactions contemplated by this
Agreement, any right, interest or valid claim against
or upon the Company for any commission, fee or other
compensation as a finder or broker because of any act
or omission by such Purchaser or its respective
agents.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
REGARDING THE COMPANY
Each Seller, severally, makes the following representations and
warranties to Purchaser as of the date hereof and as of the Closing Date, unless
a different date is specifically provided herein.
2.1. Organization and Standing. The Company has been duly
incorporated and is validly existing and in good standing
under the laws of the State of Delaware and has the requisite
corporate power and authority necessary to own its properties
and to conduct its business as presently conducted. The
Company is duly qualified to transact business as a foreign
corporation and is in good standing in every
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jurisdiction in which the failure to so qualify would have a
material adverse effect on the operations or financial
condition of the Company.
2.2. Subsidiaries. The Company has subsidiaries consisting of
Humana Trans Services Group, Ltd., Skilled tradesman, Inc.,
Waste Remediation Systems, Inc. and Bio Solutions of Maryland.
2.3. Capitalization. The total authorized capital of the Company
consists of 20,000,000 shares of Common Stock, par value
$.0001 per share, and 5,000,000 shares of preferred stock, par
value $.0001 per share of which 1,000 are issued and
outstanding. All shares bear a restrictive legend.
2.4. Shareholders. Exhibit A attached hereto accurately and fully
reflects the name and number of shares owned by each
shareholder of the Company ("Shareholders") as of the date
hereof and whether said shares are subject to any restriction
on transferability. The shares of common stock of the Company
issued to the persons and companies identified in Exhibit A
were lawfully and properly cancelled and returned to the
treasury. No individual or company identified in Exhibit A has
any claim against the Company regarding the issuance or
cancellation of shares of common stock of the Company.
2.5. Options and Rights. There are no outstanding subscriptions,
options, warrants, rights, securities, contracts, commitments,
understandings or arrangements under which the Company is
bound or obligated to issue any additional shares of its
capital stock or rights to purchase shares of its capital
stock (collectively, "Options").
2.6. Financial Statements. The audited balance sheets as June 30,
2003 of the Company are attached hereto as Exhibit B, and
fairly present the financial position of the Company as at the
dates and for the periods indicated.
2.7. Absence of Liabilities. Except as set forth in the Financial
Statements, the Company has no material liabilities,
contingent or otherwise, other than (i) obligations not
required under generally accepted accounting principles to be
reflected in the Financial Statements and (ii) as disclosed on
Schedule 2.7 hereto.
2.8. Absence of Changes. Except as set forth on Schedule 2.8
hereto, the Company has conducted its business only in the
ordinary course of business and there has not been: (a) any
material adverse change; (b) any amendment or change in the
Company's authorized or issued capital stock, or Articles of
Incorporation; (c) any declaration, setting aside or payment
of any dividend or distribution (whether in cash, stock or
property) in respect of, the capital stock of the Company, any
purchase, retirement, redemption or other acquisition of, any
grant of any
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stock option, warrant or other right to purchase shares of, or
the grant of any registration rights with respect to, the
capital stock of the Company; (d) any cancellation of, or
agreement to cancel any indebtedness or obligation owing to
the Company; (e) any amendment, modification or termination of
any existing permits or contracts, or entering into any new
Contract or plan relating to any salary, bonus, insurance,
pension, health or other employee welfare or benefit plan for
or with any directors, officers, employees or consultants of
the Company; (f) any entry into any material Contract by the
Company not in the ordinary course of business, including,
without limitation, relating to any borrowing, capital
expenditure or the sale or purchase of any property, rights,
or assets or any options or similar agreements with respect to
the foregoing; (g) any disposition by the Company of any
material asset; or (h) any change by the Company in accounting
methods or principles.
2.9. Litigation. There is no action, suit, proceeding or
investigation pending or, to the Sellers' knowledge, is
currently threatened, against the Company, except as described
on Schedule 2.9 to this Agreement. The Sellers are not aware
of any basis for any of the foregoing or any intent on its
part to initiate any of the foregoing.
2.10. Consents; Contracts. No consent of any party to any contract
or from any authority is required in connection with the
execution, delivery or performance of this Agreement, or the
consummation of the transactions contemplated hereby, except
for such consents that are obtained, in form and substance
reasonably acceptable to Purchaser, and delivered to Purchaser
at the Closing. Each material Contract to which the Company is
a party is in full force and effect and is valid and
enforceable in accordance with its terms. The Company has
performed in all material respects all obligations required to
be performed by it and (i) is not in default in any respect
under or in breach of, and (ii) is not in receipt of any claim
of default or breach under any material Contract. No event has
occurred which with the passage of time or the giving of
notice or both would result in a default, breach or event of
non-compliance under any material Contract to which the
Company is subject (including without limitation all
performance bonds, warranty obligations or otherwise).
2.11. Taxes. The Company has paid all taxes due as of the date
hereof. The Company has timely filed or has obtained presently
effective extensions with respect to all Federal, state,
county, local and foreign tax returns (collectively, "Tax
Returns") that the Company are required to file. The Tax
Returns are true and correct and all taxes shown thereon to be
due have been timely paid, with any exceptions permitted by
any taxing authority not having a materially adverse effect on
the Company. No penalties or other charges are or will become
due with respect to any such Tax Returns as the result of the
late filing thereof. The Company has either paid or
established in the Financial Statements adequate reserves for
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the payment of all such taxes due or claimed to be due by any
taxing authority in connection with any such Tax Returns. None
of the Company's federal income tax returns have been audited
by the Internal Revenue Service, and no controversy with
respect to taxes of any type is pending or, to the knowledge
of the Company, threatened. The Company has withheld or
collected from each payment made to its employees the amount
of all taxes required to be withheld or collected therefrom
and has paid all such amounts to the appropriate taxing
authorities when due. Neither the Company nor any of its
stockholders has ever filed (i) an election pursuant to
Section 1362 of the Internal Revenue Code of 1986, as amended
(the "Code"), that the Company be taxed as an S Corporation,
or (ii) a consent pursuant to Section 341(f) of the Code
relating to collapsible corporations. The Company intends,
pursuant to Section 368(a)1)(b) of the Internal Revenue Code
that this AGREEMENT refers to a transaction that qualifies as
a tax free event and is solely based on the reorganization and
exchange of the voting stock of the acquiring corporation.
2.12. Compliance. The Company has, in all material respects,
complied with all laws, regulations and orders applicable to
their business and have all material permits and licenses
required thereby. There is no term or provision of any
material mortgage, indenture, contract, agreement or
instrument to which the Company is a party or by which it is
bound, or, to the best of the Sellers' knowledge, of any state
or Federal judgment, decree, order, statute, rule or
regulation applicable to or binding upon the Company that
materially adversely affects the business, prospects,
condition, affairs or operations of the Company or any of its
properties or assets. To the Sellers' knowledge, no employee
of the Company is in violation of any contract or covenant
(either with the Company or with another entity) relating to
employment, patent, other proprietary information disclosure,
non-competition, or non-solicitation.
2.13. Books and Records. The books of account, ledgers, order books,
records and documents of the Company accurately and completely
reflect all material information relating to the business of
the Company, the location and collection of its assets, and
the nature of all transactions giving rise to the obligations
or accounts receivable of the Company.
2.14. Brokers or Finders. The Company has not agreed to incur,
directly or indirectly, any liability for brokerage or
finders' fees, agents' commissions or other similar charges in
connection with this Agreement or any of the transactions
contemplated hereby or thereby.
2.15. Disclosures. The Sellers and the Company have provided the
Purchaser with all information requested by the Purchaser in
connection with their decision to purchase the Shares. Neither
this Agreement, any Exhibit hereto, nor any report,
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certificate or instrument furnished to the Purchaser or its
agents in connection with the transactions contemplated by
this Agreement, when read together, contains or will contain
any material misstatement of fact or omits to state a material
fact necessary to make the statements contained herein or
therein not misleading.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each Seller, individually, and not jointly and severally, makes the
following representations and warranties to Purchaser as of the date hereof and
as of the Closing Date, unless a different date is specifically provided herein.
3.1 Authorization. Each Seller has full legal right, power and
capacity to enter into this Agreement and all other
agreements, documents, instruments and certificates
contemplated herein or related hereto (collectively the
"Transaction Documents") and perform his or her obligations
hereunder and thereunder. Upon execution and delivery of this
Agreement by the parties hereto and thereto, this Agreement
shall constitute the legal, valid and binding obligation of
each Seller, enforceable against him or her in accordance with
their respective terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditor
rights generally and by general equitable principles.
3.2 Title. Each Seller (a) is the sole record and beneficial owner
of the Shares set forth it the above recitals, which recital
is incorporated herein, free and clear of all liens or
encumbrances, save as disclosed in this Agreement and (b) has
sole managerial and dispositive authority with respect to such
Shares. All proxies granted with respect to such Seller's
Shares have been validly revoked. Upon delivery to Sellers by
Purchaser of the Purchase Price at the Closing, each Seller
will convey their respective Shares, and Purchaser will own
and hold, good and marketable title to the Shares, free and
clear of any and all liens or contractual restrictions or
limitations whatsoever.
3.3 Authorization. Each Seller has complied with all applicable
regulations and orders in connection with the execution,
delivery and performance of this Agreement, and the
transactions contemplated hereby and thereby. Each Seller is
not required to submit any notice, report, or other filing
with any governmental authority in connection with such
Seller's execution or delivery of this Agreement, nor the
consummation of the transactions contemplated hereby. No
authorization, consent, approval, exemption or notice is
required to be obtained by such Seller in connection with the
execution, delivery, and performance of this Agreement and the
transactions contemplated hereby.
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ARTICLE IV
CLOSING DELIVERIES
4.1 Deliveries by Purchaser. Purchaser shall deliver the Purchase
Price by delivery of the Purchase Shares as set forth herein.
4.2 Deliveries by Sellers. At the Closing, in addition to any
other documents or agreements required under this Agreement,
Sellers shall deliver to Purchaser the following:
a. Certificates, in genuine and unaltered form,
representing all of the Shares owned by each Seller,
free and clear of all Liens, duly endorsed in blank
or accompanied by duly executed stock powers endorsed
in blank, for transfer to Purchaser.
b. A letter from the President confirming that the
Articles of Incorporation of the Company, as amended
and restated are up-to-date and correct and that he
has applied for a Certificate from the Delaware
Secretary of State;
c. A letter from the President confirming that the
Company is in good standing and that he has applied
for a Certificate of Good Standing from the Delaware
Secretary of State;
d. The opinion of counsel for the Company in form and
substance acceptable to the Purchaser regarding the
tradability of the unrestricted shares of common
stock issued by the Company.
e. Corporate Minute Book containing all minutes of
meetings of the Corporations Shareholders and Board
of Directors as well as any actions taken by the
Shareholders of Board of Directors without a meeting.
f. Tax and accounting records of the Corporation from
inception.
g. The original Articles of Incorporation and any
amendments to the Articles as well as the
corporation's bylaws.
h. Such other agreements, documents and instruments
reasonably requested by Purchaser to effectuate the
transactions contemplated in this Agreement.
ARTICLE V
SURVIVAL OF TERMS; INDEMNIFICATION
5.1 Survival; Knowledge. All of the terms and conditions of this
Agreement, together with the representations, warranties and
covenants contained herein or in any instrument or document
delivered or to be delivered pursuant to this Agreement, shall
survive the execution of this Agreement and the Closing
notwithstanding any investigation heretofore or hereafter made
by or on behalf of any party hereto;
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provided, however, that (i) the agreements and covenants set
forth in this Agreement shall survive and continue until all
obligations set forth therein shall have been performed and
satisfied; and (ii) all representations and warranties shall
survive and continue until eighteen (18) months from the
Closing Date (the "Anniversary Date"), except for
representations and warranties for which a claim for
indemnification hereunder (an "Indemnification Claim") shall
be pending as of the Anniversary Date, in which event such
representations and warranties shall survive with respect to
such Indemnification Claim until the final disposition
thereof.
5.2 Indemnification by Seller. Each Seller shall, jointly and
severally, indemnify, defend and hold harmless Purchaser and
each of the officers, directors, employees, shareholders,
attorneys, accountants, partners, representatives, agents,
successors and assigns of the foregoing (each an "Purchaser
Indemnified Party" and collectively, the "Purchaser
Indemnified Parties"), at all times after the date of this
Agreement, from and against any liabilities, damages, losses,
claims, liens, costs, or expenses (including reasonable
attorney's fees) of any nature (any or all of the foregoing
are hereinafter referred to as a "Loss") insofar as a Loss or
any action in respect thereof, whether now existing or
accruing prior to or subsequent to the Closing, which arises
out of or is based on any misrepresentation (or alleged
misrepresentation), breach (or alleged breach) of any of the
warranties, representations or covenants made by Sellers or
either of them, in this Agreement or in any certificate,
schedule, document attached hereto or delivered pursuant to
this Agreement
5.3 Indemnification by Purchaser. Purchaser shall indemnify,
defend and hold harmless each Seller and each of the
representatives, agents, successors and assigns of such Seller
(each a "Seller Indemnified Party" and collectively, the
"Seller Indemnified Parties"), at all times after the date of
this agreement, from and against any liabilities, damages,
losses, claims, liens, costs, or expenses (including
reasonable attorney's fees) of any nature (any or all of the
foregoing are hereinafter referred to as a "Loss") insofar as
a Loss or any action in respect thereof, whether now existing
or accruing prior to or subsequent to the Closing, which
arises out of or is based on any misrepresentation (or alleged
misrepresentation), breach (or alleged breach) of any of the
warranties, representations or covenants made by Purchaser in
this Agreement or in any certificate, schedule, document
attached hereto or delivered pursuant to this Agreement
5.4 Third Party Claims. Except as otherwise provided in this
Agreement, the following procedures shall be applicable with
respect to indemnification for third party claims ("Claims").
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a. Promptly after receipt by the party seeking
indemnification hereunder (hereinafter referred to as
the "Indemnitee") of notice of the commencement of
any (a) tax audit or proceeding for the assessment of
Tax by any taxing authority or any other proceeding
likely to result in the imposition of a Tax liability
or obligation, or (b) any action or the assertion of
any Claim, liability or obligation by a third party
(whether by legal process or otherwise), against
which Claim, liability or obligation the other party
to this Agreement (hereinafter the "Indemnitor") is,
or may be, required under this Agreement to indemnify
such Indemnitee, the Indemnitee will, if a Claim
thereon is to be, or may be, made against the
Indemnitor, notify the Indemnitor in writing of the
commencement or assertion thereof and give the
Indemnitor a copy of such Claim, process and all
legal pleadings. The Indemnitor shall have the right
to participate in the defense of such with counsel of
reputable standing. The Indemnitor shall have the
right to assume the defense of such action unless
such action (i) may result in injunctions or other
equitable remedies in respect of the Indemnitee or
its business; (ii) may result in liabilities which,
taken with other then existing Claims under this
Article V, would not be fully indemnified hereunder;
or (iii) may have an adverse impact on the business
or financial condition of the Indemnitee after the
Closing Date (including an effect on the Tax
liabilities, earnings or ongoing business
relationships of the Indemnitee). The Indemnitor and
the Indemnitee shall cooperate in the defense of such
Claims. In the case that the Indemnitor shall assume
or participate in the defense of such audit,
assessment or other proceeding as provided herein,
the Indemnitee shall make available to the Indemnitor
all relevant records and take such other action and
sign such documents as are necessary to defend such
audit, assessment or other proceeding in a timely
manner.
b. Upon judgment, determination, settlement or
compromise of any third party Claim, the Indemnitor
shall pay promptly on behalf of the Indemnitee,
and/or to the Indemnitee in reimbursement of any
amount theretofore required to be paid by it, the
amount so determined by judgment, determination,
settlement or compromise, unless in the case of a
judgment an appeal is made from the judgment, plus
all other Claims of the Indemnitee with respect
thereto (including legal fees and expenses). If the
Indemnitor desires to appeal from an adverse
judgment, then the Indemnitor shall post and pay the
cost of the security or bond to stay execution of the
judgment pending appeal. Upon the payment in full by
the Indemnitor of such amounts, the Indemnitor shall
succeed to the rights of such Indemnitee, to the
extent not waived in settlement, against the third
party who made such third party Claim.
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c. Prior to paying or settling any Claim against which
an Indemnitor is, or may be, obligated under this
Agreement to indemnify an Indemnitee, the Indemnitee
must first supply the Indemnitor with a copy of a
final court judgment or decree holding the Indemnitee
liable on such claim or failing such judgment or
decree, and must first receive the written approval
of the terms and conditions of such settlement from
the Indemnitor. An Indemnitor shall have the right to
settle any Claim against it or as to which it has
assumed the defense, subject to the prior written
approval of the Indemnitee, which approval shall not
be unreasonably withheld provided that such
settlement involves only the payment of a fixed sum
which the Indemnitor is obligated to pay and does not
include any admission of liability or other such
similar admissions by or related to Indemnitee with
respect to such Claim.
d. An Indemnitee shall have the right to employ its own
counsel in any case, but the fees and expenses of
such counsel shall be at the expense of the
Indemnitee unless: (i) the employment of such counsel
shall have been authorized in writing by the
Indemnitor in connection with the defense of such
action or Claim; (ii) the Indemnitor shall not have
employed, or is prohibited under this Section 5.4
from employing, counsel in the defense of such action
or Claim; or (iii) such Indemnitee shall have
reasonably concluded that there may be defenses
available to it which are contrary to, or
inconsistent with, those available to the Indemnitor,
in any of which events such fees and expenses of not
more than one additional counsel for the indemnified
parties shall be borne by the Indemnitor.
ARTICLE VI
MISCELLANEOUS
6.1. No Waiver; Cumulative Remedies. No failure or delay on the
part of any party to this Agreement in exercising any right,
power or remedy hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder.
The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.
6.2. Amendments, Waivers and Consents. Any provision in the
Agreement to the contrary notwithstanding, and except as
hereinafter provided, changes in, termination or amendments of
or additions to this Agreement may be made, and compliance
with any covenant or provision set forth herein may be omitted
or waived, if the Sellers shall obtain consent thereto in
writing from the Purchaser. Any waiver or consent may be given
subject to satisfaction of conditions stated therein and any
waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
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6.3. Addresses for Notices. All notices, requests, demands and
other communications provided for hereunder shall be in
writing (including telegraphic communication) and mailed,
telegraphed or delivered to each applicable party at the
address set forth on Schedule 6.3 hereto or at such other
address as to which such party may inform the other parties in
writing in compliance with the terms of this Article. All such
notices, requests, demands and other communications shall be
considered to be effective when delivered.
6.4. Costs, Expenses and Taxes. All parties to bear their own
expenses.
6.5. Effectiveness; Binding Effect; Assignment. This Agreement
shall be binding upon and inure to the benefit of the Sellers
and each of them, the Purchaser and their respective
successors and assigns; provided, that, the Sellers may not
assign any of its rights or obligations under this Agreement
without the prior written consent of the Purchaser.
6.6. Prior Agreements. The Transaction Documents executed and
delivered in connection herewith constitute the entire
agreement between the parties and supersede any prior
understandings or agreements concerning the subject matter
hereof.
6.7. Severability. The provisions of the Transaction Documents are
severable and, in the event that any court of competent
jurisdiction shall determine that any one or more of the
provisions or part of a provision contained therein shall, for
any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of
such Transaction Document and the terms thereof shall be
reformed and construed as if such invalid or illegal or
unenforceable provision, or part of a provision, had never
been contained herein, and such provisions or part reformed so
that it would be valid, legal and enforceable to the maximum
extent possible.
6.8. Governing Law; Venue.
A. This Agreement shall be enforced, governed and
construed in accordance with the laws the State of
New York or federal securities law where applicable
without giving effect to choice of laws principles or
conflict of laws provisions.
▇. ▇▇▇▇▇▇▇ and Purchaser hereby jointly waive one
against the other, and agree not to assert against
either of them, or any successor assignee thereof, by
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way of motion, as a defense, or otherwise, in any
such suit, action or proceeding, (i) any claim that
any Seller or the Purchaser is not personally subject
to the jurisdiction of the arbitrator, and (ii) to
the extent permitted by applicable law, any claim
that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of any such
suit, action or proceeding is improper or that this
Agreement may not be enforced in or by such courts
6.9. Headings. Article, section and subsection headings in this
Agreement are included herein for convenience of reference
only and shall not constitute a part of this Agreement for any
other purpose.
6.10. Survival of Representations and Warranties. All
representations and warranties made in the Transaction
Documents or any other instrument or document delivered in
connection therewith, shall survive the execution and delivery
hereof or thereof.
6.11. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may
execute this Agreement by signing any such counterpart.
6.12. Further Assurances. From and after the date of this Agreement,
upon the request of the Purchaser or the Company, the Company
and the Purchaser shall execute and deliver such instruments,
documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the
intent and purposes of the Transaction Documents and the
Shares.
[Rest of Page Intentionally Left Blank]
[Signature Page of Agreement Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.
Steam Cleaning USA, Inc.
BY:
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Shareholders of Humana Trans Services Holding Corp.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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New Century Capital Consultants, Inc.
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By: ▇▇▇▇ ▇▇▇▇▇▇▇
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Augusta Sopienza ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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EXHIBIT A
Shareholders of Humana Trans Services Holding Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,700,000
▇▇▇▇ ▇▇▇▇▇ 700,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III 300,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 300,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,000
▇▇▇ ▇▇▇▇▇▇ 200,000
▇▇▇▇ ▇▇▇▇▇ 200,000
New Century Capital Consultants, Inc. 400,000
▇▇▇▇ ▇▇▇▇▇▇▇ 700,000
Augusta Sopienza 250,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 100,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 50,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 75,000
15
EXHIBIT B
FINANCIAL STATEMENT AS OF
June 30, 2003
TO BE PROVIDED
