EXHIBIT
10.1 STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of March 17th, 2000
is by and between E-NET XXXXXXXXX.XXX CORPORATION (the "PURCHASER"), and XXXX
XXXXX and XXXXXXXXX XXX (jointly referred to as "SELLER").
W I T N E S S E T H
WHEREAS, Seller currently owns 100% of the issued and outstanding shares
(the "Shares") of XxxxXxx.xxx, Inc. (the "Company");
WHEREAS, SELLER desires to sell to each of the PURCHASERS and PURCHASERS
desire to purchase from SELLER, 100% of SELLER's right, title and interest in
and to the Shares of the Company subject to the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1. SALE OF THE SHARES.
1.1 SELLER shall transfer the Shares to PURCHASER in exchange for a total
of 24,000 shares of restricted common stock of E-Net Xxxxxxxxx.xxx
(the "ENNT shares"), a contribution of one hundred twenty-five
thousand dollars ($125,000.00) into Xxxxxxx.xxx, and a reinvestment
of fifty thousand dollars ($50,000) into Xxxxxxx.xxx payable from the
first fifty thousand dollars of profit received by PURCHASER by
virtue of the ownership of the Shares.
1.2 It is hereby understood that such common shares shall be entitled to
registration in the event PURCHASER files a registration statement
with the Securities Exchange Commission during the one year period of
time following the date of this Agreement.
1.3 The Shares shall be issued in two separate certificates: one
certificate payable issued to Xxxx Xxxxx for 12,000 ENNT shares; and,
one certificate issued to Xxxxxxxxx Xxx for 12,000 ENNT shares.
1.4 As soon as practicable after the execution of the document, SELLER
and PURCHASER shall each deliver the certificates representing the
Shares and ENNT shares or other documentary evidence of the Shares to
the other.
1.5 Concurrently with the delivery of the ENNT shares, PURCHASER shall
deliver to SELLER an employment agreement, the terms and conditions
of which are contained in the Employment Agreement attached hereto as
EXHIBIT A-1 AND A-2 and incorporated herein by this reference.
1.6 Concurrently with the delivery of the ENNT shares and the Shares,
PURCHASER shall contribute $125,000 to Xxxxxxx.xxx.
1.7 Concurrently with the delivery of the ENNT shares and the Shares, all
directors will be caused to resign form the Board of Directors of
Xxxxxxx.xxx. They shall be replaced by Xxxx Xxxxx, and two directors
appointed by PURCHASER. These directors shall be Xxxxx Xxxxxxxx and
Xxxxx Xxxxxx.
1.8 Concurrently with the delivery of ENNT shares and the Shares, SELLER
shall cause to be delivered by Xxxxxxx.xxx management agreements by
and between Xxxxxxx.xxx and Document Services Management, Inc., Xxxxx
Xxxxxx and Xxxxx Xxxxxxxx. The management agreements, the form of
which is attached hereto as EXHIBIT X-0, X-0 AND B-3 are incorporated
herein by this reference.
1.9 PURCHASER agrees to reinvest as consideration for the transactions
contained herein the amount of fifty thousand dollars ($50,000) into
Xxxxxxx.xxx payable from the first fifty thousand dollars of profit
received by PURCHASER by virtue of the ownership of the Shares.
ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 SELLER hereby represents and warrants that:
(a) The Shares sold hereunder have been duly authorized by the
appropriate corporate action of COMPANY.
(b) SELLER shall transfer title, in and to the Shares to PURCHASER
free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any
kind and nature whatsoever, whether direct or indirect or
contingent.
2.2 On the Closing Date, SELLER shall deliver to each of the PURCHASER
certificates representing 100% of the issued and outstanding Shares
of the COMPANY, which shall contain a legend as follows:
THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
IS AVAILABLE.
2.3 PURCHASERS acknowledge and agree that SELLER makes no other
representations or warranties with respect to the Shares or the
COMPANY.
2.4 SELLER has full power and authority to execute this Agreement and no
further action will be necessary on his part to make this Agreement
valid and binding upon SELLER in accordance with its terms.
2.5 PURCHASERS represent and warrant to SELLER as follows:
(a) PURCHASER has adequate means of providing for current needs and
contingencies, has no need for liquidity in the investment, and
is able to bear the economic risk of an investment in the Shares
offered by SELLER of the size contemplated. PURCHASERS have each
had a full opportunity to inspect the books and records of the
COMPANY and to make any and all inquiries of COMPANY officers and
directors regarding the COMPANY and its business as PURCHASERS
have deemed appropriate.
(b) PURCHASERS are acquiring the Shares solely for their own account
as principal, for investment purposes only and no other person or
entity has a direct or indirect beneficial interest in such
Shares. Each of the PURCHASERS represent that they have full
power and authority to execute this Agreement and to consummate
the transactions contemplated herein.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 CLOSING. The Closing shall be deemed to have occurred upon execution
of this Agreement and tender of consideration to the Seller.
Immediately upon such execution, the following shall occur as a
single integrated transaction:
(a) DELIVERY BY SELLER. SELLER shall deliver to PURCHASER the stock
certificate and any and all other instruments of conveyance and
transfer required by Section 1.3 to consummate the issuance of
the Shares hereunder and as further described in Section 1.3.
(b) DELIVERY BY PURCHASER. PURCHASER shall deliver the Purchase
Price as required in Section 1.1.
ARTICLE 4
MISCELLANEOUS
4.1 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements,
arrangements and understandings related to the subject matter hereof.
4.2 WAIVER AND AMENDMENT. Any term, provision, covenant, representation,
warranty or condition of this Agreement may be waived, but only by a
written instrument signed by the party entitled to the benefits
thereof. The failure or delay of any party at any time or times to
require performance of any provision hereof or to exercise its rights
with respect to any provision hereof shall in no manner operate as a
waiver of or affect such party's right at a later time to enforce the
same.
4.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
4.7 ATTORNEYS' FEES. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to
arbitration, the prevailing party shall be reimbursed by the
non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees
exclusive of such amount of attorneys' fees as shall be a premium for
result or for risk of loss under a contingency fee arrangement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written hereinabove.
PURCHASER:
Print name: Xxxx Xxxx
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e-Net Xxxxxxxxx.xxx Corporation
By: /s/ Xxxx Xxxx
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Title:President and CEO
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SELLER:
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
/s/ Xxxxxxxxx Xxx
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Xxxxxxxxx Xxx
