STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered
into as of April 1, 2000, by and between ATLAS CAPITAL
CORPORATION, a California Corporation, Xxxxxx X. Xxxxxx, an
individual, and Xxxxxxx X. Xxxxxxxxx, an individual (collectively
"Seller"), and INTERNATIONAL BUSINESS'S INTERNATIONAI, INC., a
Nevada corporation ("Buyer").
Recitals
A. Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxxx own 100 percent of
the outstanding shares of Seller.
B. Seller desires to sell and transfer to Buyer and Buyer desires
to purchase and acquire from Seller, all of the Shares of Seller,
both the outstanding and treasury shares (the "Shares") upon the
terms and subject to the conditions set forth in this Agreement.
Terms And Conditions
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Purchase and Sale. Seller hereby sells, assigns, transfers and
delivers to Buyer, and Buyer hereby purchases and acquires from
Seller, the Shares upon the terms and subject to the conditions
set forth in this Agreement.
2. Purchase Price, Payment Terms. The purchase price for all the
Shares is that Buyer shall assume all of the liabilities and all
of the assets of Seller.
3. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer as follows:
3.1 Authority, Seller has the right, power and authority to
enter into this Agreement and to perform all obligations'
required to be performed by it hereunder. Seller has the full
power to transfer the Shares to Buyer without obtaining the
consent or approval of any other person or governmental
authority.
3.2 Title to Shares. Seller is the owner, beneficiary and of
record, of all the Shares free and clear of all liens,
encumbrances. security agreements, equities, options, claims,
charges, and restrictions.
3.3 Organization. Seller is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
California and has the necessary corporate powers to own its
properties and operate its business as now owned and operated by
it. Exhibit "A" contains the Articles of Incorporation, Bylaws,
Minutes and Stock Book of Seller.
3.4 Authorization. This Agreement and all other agreements and
documents executed and delivered by Seller constitute valid and
legally binding obligations of Seller enforceable in accordance
with their respective terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of
debtors and subject to availability of equitable remedies.
3.5 Capitalization. The authorized capital stock of Seller
consists of shares of Common Stock, of which 249,000,000 of said
shares are either issued and outstanding or held in the
corporation's treasury. All of the outstanding shares are
validly issued, and paid, and nonassessable, and such shares have
been so issued in full compliance with all federal and state
securities laws. There are no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreement or
commitments obligating Seller to issue or to transfer from
treasury any additional shares of its capital stock of any class.
3.6 Financials. Exhibit "B," to this Agreement contains the
federal tax returns for Seller for the years 1997, 1998 and 1999. There
are no outstanding taxes owed. Exhibit "C" to this Agreement sets forth
the balance sheets of Seller as of December 31, 1997, December
31, 1998 and December 31, 1999, and the statements of income and
retained earnings for the three (3) years ending on those dates.
The balance sheet as of December 31, 1999, is hereafter referred
to as the Balance Sheet. The financial statements attached hereto
as Exhibit "D" have been prepared in accordance with generally
accepted accounting principles consistently followed by Seller
throughout all periods indicated, and fairly present the
financial position of Seller on the respective dates of the
balance sheets included in the financial statements, and the
results of its operations for the respective periods indicated.
Exhibit "E" also contains the financial projections for Seller
for the years 2000 and 2001. Since December 31, 1999, there has
not been any change in the financial condition or operations of
Seller or its business, assets, properties or prospects. except
as set forth on Exhibit "D" attached hereto and incorporated
herein by this reference.
3.7 Absence of Undisclosed Liabilities. Seller does not have any
debt, liability or obligation of any nature, whether accrued,
absolute, contingent or otherwise, and whether due or to become
due, that is not reflected or reserved against in the Balance
Sheet, except as set forth on Exhibit "E."
3.8 Tax Returns. Within the times and in the manner prescribed
by law, Seller has filed all federal, state and local tax
returns required by law and has paid all taxes, assessments and
penalties due and payable. The provisions for taxes reflected in
the Balance Sheet are adequate for federal, state, county and
local taxes for the period ended December 11, 1999 and for all
prior periods, whether disputed or undisputed. There are no
present disputes about taxes of any nature payable by Seller.
3.10 Personal Property. The books and records of Seller contain
a complete and accurate description and specify the location of
all equipment, furniture, supplies and all other tangible
personal property owned by, in the possession of, or used by
Seller in connection with its business. Except as indicated on
the Balance Sheet or Exhibit "E" to this agreement, no personal
property is held under any least, security agreement, conditional
sales contract or other title retention or security arrangement,
or is located other than in the possession and under the control
of Seller. The tangible personal property reflected in those
books and records constitutes all such tangible personal property
necessary for the conduct by Seller of its business as now
conducted. All of the tangible personal property of Seller is in
good operating condition and repair, reasonable wear and tear
excepted.
3.11 Title. Seller has good and marketable title to all of its
assets and interest in assets, whether real, personal, mixed,
tangible or intangible, which constitute all of the assets and
interests in assets that are used in the business of Seller. All
of these assets are free and clear of restrictions on or
conditions to transfer or assignment and are free and clear of
mortgages, liens, pledges, charges, encumbrances, equities and
claims of third parties, except for (a) those disclosed on the
Balance Sheet or Exhibit "E;" and (b) the lien for current taxes
not yet due and payable. Exhibit "F" to this Agreement is a
schedule of all personal assets owned by Seller which are in the
possession of the Company.
3.12 Accounts Receivable. All accounts receivable of Seller
shown on the Balance Sheet, and all accounts receivable of Seller
created after December 31, 1999, arose from valid sales in the
ordinary course of business. These amounts have been collected
in full since that date as reflected in the books and records of
Seller, or are collectible at their full amount and are not
subject to valid defenses, setoffs or counterclaims. Seller
agrees that as of April 15, 2000, all receivables shall be the
property of Buyer. Exhibit "G" contains accounts receivable.
3.13 Accounts Payable. Exhibit "H" to this Agreement is a
complete and accurate list, with an accurate aging, of all trade
and other accounts, notes and contract payables of Seller as of
the date hereof, all of which arose in the ordinary course of
business and are usual and normal in amount.
3.15 Contracts. Except as otherwise disclosed in the Balance
Sheet or any of the exhibits to this Agreement, Seller is not a
party to, nor is its properties or assets bound by, any contract,
agreement, understanding (whether written or verbal) of any
nature whatsoever. There is no default or event that, with
notice, lapse of time, or both, would constitute a default by any
party to any agreement to which Seller is a party or by which it
or its properties or assets are bound.
3.16 Employees and Employee Benefit Plans. Exhibit "I" to this
Agreement is a correct and complete list of all full-time and
part-time employees of Seller, together with their address,
social security numbers and all current and promised salary, wage
and bonus information. All of the employees of Seller are
at-will employees and may be terminated by Seller at any time
without liability and without any obligation to pay any severance
or similar benefit. There are no employment contracts,
collective bargaining agreement, pension, bonus, profit-sharing &
stock option or other agreement or arrangement providing for
employee remuneration or benefits to which Seller is a party or
by which it is bound. Seller has delivered to Buyer a copy of
its most current employee manual and description of all Company
policies and practices, including overtime, vacation, holiday and
sick leave, if any. Seller's relationship with all of its
employees is good. All unused vacation, holiday and sick leave,
and any other paid time off, for all of the employees has been
properly and accurately recorded in the books and records of
Seller and are reflected in the Balance Sheet or on Exhibit "D,"
attached hereto. The records of the Company for each of its
employees are complete and accurate.
3.17 Litigation. There is no pending, or, to Seller's knowledge,
threatened suit, action, arbitration or legal, administrative or
other proceeding, or governmental investigation against or
affecting Seller or its business, assets or financial condition.
Seller is not presently engaged in any legal action to recover
money due to it or damages sustained by it.
3.18 Compliance with Laws. Seller has not received notice of any
violation of any applicable federal, state or local statute, law
or regulation of any kind or nature whatsoever, including,
without limitation, any applicable building, zoning,
environmental protection, health and safety, handicap access, or
other law, ordinance or regulation, affecting its properties or
the operation of its business and there are no such violations.
Seller has all proper and valid licenses, permits and other
governmental authorities necessary to conduct its business as now
being conducted.
3.19 Agreement will not Cause a Breach or Violation. The
consummation of the transactions, contemplated by this
Agreement will not result in or constitute any of the following:
(a) a breach of any term or provision of this Agreement; (b) a
default or an event that, with notice. lapse of time, or both,
would be a default, breach, or violation of the Articles of
Incorporation or Bylaws of Seller or any lease, license,
promissory note, conditional sales contract, commitment,
indenture, mortgage, deed of trust, or other agreement,
instrument, or arrangement to which it is behind; (c) an event
that would permit any party to terminate any agreement or to
accelerate the maturity of any indebtedness or other obligation
of Seller; or (d) the creation or imposition of any lien, charge,
or encumbrance on any of the properties of Seller.
3.20. Corporate Records. All corporate records are in the
possession of Seller and are complete- and accurate in all
material respects. The minute book of Seller contains complete,
accurate and current copies of the Articles of Incorporation,
Bylaws and all amendments thereto, and all records required to be
set forth of all proceedings, consents actions and meetings of
the shareholders and board of directors of Seller.
3.21 Persons with Authority. Exhibit I" to this Agreement
contains a complete and accurate list of (a) all bank accounts of
Seller and all other accounts at any financial institutions,
including the names and, addresses thereof and the account
numbers, and the signatory or signatories thereon; (b) the names
and addresses of persons holding a power of attorney on behalf of
Seller, all safe deposit boxes and the names of all persons
authorized to have access thereto; and (c) the name and addresses
of all persons and entities which have guaranteed any debts or
obligation of Seller or with respect to whom Seller has
guaranteed any debts or obligation.
3.22 Full Disclosure. None of the warranties made by Seller will
contain any untrue statement of a material fact, or omit to state
any material fact necessary to make the statements made true and
accurate in all material respects.
4. Buyer hereby represents and warrants to Seller as follows:
4.1 Authority. Buyer has the right, power and authority to enter
into this Agreement and to perform all obligations required to be
performed by it hereunder.
4.2 Authorization. This agreement and any other agreements and
documents executed and delivered by Buyer constitute valid and
legally binding obligations of Buyer enforceable in accordance
with their respective terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of
debtors and subject to availability of equitable remedies.
5. Resignation of Officers and Directors. Concurrently with the
execution of' this Agreement, Seller shall obtain and deliver to
Buyer resignations from all its directors and officers, together
with general releases by such persons of all claims that they may
have, or claim to have against ATLAS CAPITAL CORPORATION.
6. Employment Agreements. Concurrently with the execution of this
Agreement, Seller and Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxxx
shall have entered into an Employment Agreement, on terms
mutually agreeable to Seller and Buyer, whereby they shall become
employees of ATLAS CAPITAL CORPORATION allowing: (1) each to be
employed for period of five years from date of closing; (2) each
to be paid the sum of $10,000 per month for the first 90 days
after closing, and then $15,000 per month for the balance of the
employment period; (3) each to receive medical insurance,
reimbursement of valid business expenses and an automobile
allowance in the amount of $400 per month; and (4) appropriate
stock options, subject to termination for cause only.
7. Survival of All Warranties and Representations. All
representations, warranties, covenants and agreements of the
parties contained in this Agreement will survive the closing.
8. Indemnification by Seller. Seller hereby agrees to indemnify,
defend, protect and hold Buyer, and/or its assigns, and ATLAS
CAPITAL CORPORATION harmless against and in respect of all
claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including
interest, penalties and reasonable attorneys' fees, that ATLAS
CAPITAL CORPORATION or Buyer may incur or suffer, which arise,
result from or relate to any breach or failure by Seller to
perform any of its representations, warranties, covenants or
agreements in this Agreement. Seller further agrees to indemnify
and hold Buyer and/or its assigns harmless from all liabilities
not disclosed to Buyer and accepted by Buyer, and. specifically,
Buyer will not be responsible for any back.taxes owed by Seller
to any taxing authority, federal or state.
9. Attorneys' Fees and Costs. Each party shall be solely
responsible for the costs and fees of its own attorneys in
connection with the negotiation of this Agreement. If any suit,
legal proceeding, arbitration or other action is brought for the
enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing
party shall be entitled to recover its reasonable attorneys' fees
and other costs incurred in such proceeding or action, in
addition to any other relief to which it may be entitled.
10. Governing Law. This Agreement will be construed in accordance
with, and governed by, the laws of the State of California as
applied to contracts that are executed and performed entirely in
California.
11. Disputes. Any dispute arising between the parties, their
agents or employees shall be submitted to arbitration before
JAMS/ENDISPUTE of Orange County, California.
12. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective successors and assigns.
13. Counterpart and Facsimile Transmission. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original, and all of which when taken together shall
constitute one and the same document. The signature of any party
to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart. Any party may deliver its
signed counterpart of this Agreement to the other party by
facsimile transmission, and such delivery shall be deemed made
and completed upon receipt of such facsimile transmission by the
other party. Any party delivering a signed counterpart by
facsimile transmission agrees to promptly send the counterpart
bearing its original signature to the other party; provided that
a delay or failure to do so shall not negate the effectiveness of
the delivery made by the facsimile transmission.
14. Entire Agreement. This Agreement contains the entire
understanding between the parties hereto with respect to the
subject matter hereof and supersedes any and all prior or
contemporaneous written or oral negotiations or agreements
between them regarding the subject matter hereof. No addition,
modification or amendment of or to any term or provision of this
Agreement, or to this Agreement as a whole, shall be effective
unless set forth in writing and signed by all the parties hereto.
15. No Interpretation Against Draftsman. Both parties have had an
equal role in the preparation of this Agreement, such that there
shall be no interpretation or construction of terms against the
draftsman.
16. Attorneys. Seller acknowledges that Buyer is represented by
counsel, Xxxxx X. Flyer, of XXXXXXX &. FLYER. Seller has not,
relied on, any statements or representations of Buyer's, counsel.
Seller has had an opportunity to retain its own attorneys.
17. Broker's Fees. Each side shall pay its own broker's and
accountant's fees, if any.
WHEREFORE, the parties agree:
SELLER
ATLAS CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, President
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Shareholder
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, Shareholder
BUYER
INTERNATIONAL BUSINESS'S INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxx
Xxxxxx Xxxx, CEO
