EXHIBIT 10.4
STOCK PURCHASE AGREEMENT
This stock purchase agreement is made and entered into FEBRUARY 7, 2002 by and
between OXFORD VENTURES, INC., a Nevada Corporation (the "Seller"), and XXX
XXXXXX and XXXX XXXXXXXXX of Vancouver, B.C. (collectively, the "Buyers").
RECITALS
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A. Seller is the owner of all the issued and outstanding shares of VOIP
Technology Inc., a corporation organized and existing under the laws of British
Columbia, Canada, here referred to as corporation, consisting of 100 of common
shares.
B. Buyers desires to acquire, and seller desires to sell, seller's shares of
stock in the corporation pursuant to the terms of this agreement. Seller with
transfer shares as follows:
Name of Buyer Number of Shares
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Xxx Xxxxxx 50
Xxxx Xxxxxxxxx 50
Now, therefore, in consideration of the premises, their mutual covenants and
promises, and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged, the parties agree as follows:
SECTION ONE
PURCHASE AND SALE OF STOCK
Subject to the terms and conditions of this agreement, seller agrees to sell,
and buyer agrees to buy, 100 shares of the capital stock of the corporation for
the total price of One Dollar ($1.00) payable in full on the execution of this
agreement, approval of the transfer by the directors of the corporation, and
transfer of the stock certificate evidencing the shares.
SECTION TWO
BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to seller that buyer is acquiring these shares of
sellers capital stock of the corporation for Buyer's own account for investment
and not with a view to, or for sale in connection with, distribution of any of
the shares and with no present intention of selling any of them. Buyer
understands that in the foreseeable future Buyer will be precluded from selling
the shares, except in private placement transaction, and that there is no
assurance the buyer will be able to locate prospective purchasers in order to
dispose of the shares even in a private placement transaction.
SECTION THREE
ENTIRE AGREEEMENT
This agreement constitutes the entire agreement between the parties and
supercedes any prior written or oral understandings, agreements, or conditions.
No change, modification, amendment, or addition will be valid unless it is in
writing and signed by the party against whom enforcement of any change,
modification, amendment, or addition is assigned. The terms of this agreement
will survive the transfer of seller's stock to buyer.
SECTION FOUR
PARTIES BOUND; ASSIGNMENT
All covenants, agreements, representations, and warranties set forth in this
agreement are binding on and inure to the benefit of the successors and assigns
of the parties. The parties cannot assign this agreement or any of their rights
under this agreement except by operation of law to their personal
representatives or heirs in the event of their death, incapacity, or
dissolution, as the case may be, in which case this agreement and all of the
parties' obligations and benefits will be binding on and inure to the benefit of
the party's personal representatives, heirs and successors.
SECTION FIVE
GOVERNING LAW
This agreement shall be construed and enforced in accordance with the laws of
the Province of British Columbia
Dated: February 8, 2002
FOR THE SELLER: FOR THE BUYERS:
Oxford Ventures, Inc.
/s/ Xxxxxx Xxxxxxxx /s/ Xxx Xxxxxx
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Xxxxxx Xxxxxxxx Xxx Xxxxxx
President
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
