EXHIBIT A
Stock Purchase Agreement
between Xxxxxx and Xxxxxxxx Xxxxxx
June 23, 1999
EXHIBIT A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made effective
June__, 1999, by and between Xxxxxxxx X. Xxxxxx ("Xxxxxx")with offices at 000-00
Xxxxx Xxxxxxxxx #0X, Xxxxxxxx Xxxx, Xxx Xxxx 00000 and Xxxxxx Consulting Group,
Inc., a Nevada corporation, with offices at 000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx
Xxxx Xxxx, Xxxx 00000 ("Xxxxxx").
PREMISES
X. Xxxxxx owns Three Million Eight Hundred Forty Two Thousand Five Hundred
Seventy (3,817,570) shares of the common stock, par value $0.001, of
Kelly's Coffee Group, Inc. ("Shares") and has possession of sufficient
corporate records of Kelly's Coffee Group, Inc. to allow new management
of Kelly's Coffee Group, Inc. ("Kelly's") to cause Kelly's to become
current with its Securities Exchange Act filings.
X. Xxxxxx is interested in acquiring the Shares from Xxxxxx for a purchase
price of forty thousand five hundred twenty seven ($40,000) U. S.
dollars (the "Purchase Price") contingent upon Xxxxxx providing
sufficient information to allow Kelly's new management to cause Kelly's
to become current with its Securities Exchange Act filings.
X. Xxxxxx and Xxxxxx desire to exchange the Shares for the Purchase Price.
AGREEMENT
Based on the above Premises, which are hereby incorporated by reference
and in consideration of the mutual promises contained herein, the benefits to be
derived by each party hereunder and other good and valuable consideration, the
sufficiency of which is hereby expressly acknowledged, Xxxxxx and Xxxxxx agree
as follows:
1. PURPOSE
On the basis of the representations and warranties contained herein and
subject to the terms and conditions set forth herein, Xxxxxx agrees to
exchange the Shares for the Purchase Price.
2. DELIVERY OF THE SHARES
X. Xxxxxx will deliver the Shares to Xxxxxx on or before June 25,
1996 with all the necessary medallion signature guarantees and
transfer documents. Furthermore, Xxxxxx will assist Kelly's
new management in bringing Kelly's current with its Securities
Exchange Act filings by no later than August 1, 1999.
X. Xxxxxx will deliver $33,000 of the Purchase Price to Xxxxxx in
acceptable U. S. funds on or before June 25, 1996 and will
deliver the remaining $7,000 within 10 days of Kelly's
becoming current with its Securities Exchange Act filings.
3. REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and
warrants to Xxxxxx that:
A. Authority. This Agreement has been duly executed by Xxxxxx.
The execution and performance of this Agreement will not
violate or result in a breach of, or constitute a default
Page 1 of 4
in any agreement, instrument, judgment, order or decree to
which Xxxxxx is a party or to which Xxxxxx is subject.
B. Organization. Xxxxxx is an individual residing in the state of
New York.
C. Transfer. Xxxxxx warrants the title to the Shares to Xxxxxx,
its successors and assignees.
D. Information. No representation or warranty contained herein,
nor statement in any document, certificate or schedule
furnished or to be furnished pursuant to this Agreement by
Xxxxxx in connection with the transaction contemplated hereby,
contains or contained any untrue statement of a material fact,
nor does or will omit to state a material fact necessary to
make any statement of fact contained herein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF Xxxxxx
Xxxxxx hereby represents and warrants to Xxxxxx that:
A. Authority. This Agreement has been duly executed by Xxxxxx.
The execution and performance of this Agreement will not
violate, or result in a breach of, or constitute a default in
any agreement, instrument, judgment, order or decree to which
Xxxxxx is a party or to which Xxxxxx is subject nor will such
execution and performance constitute a violation of or
conflict with any fiduciary duty to which Xxxxxx is subject.
B. Security Compliance. Xxxxxx hereby represents to Xxxxxx that:
(I) Xxxxxx is acquiring the Shares in a private
transaction, for Xxxxxx'x own account and for
investment purposes only and not with a view to
public resale or distribution.
(ii) Xxxxxx will not sell, transfer or otherwise dispose
of the Shares except in compliance with the
Securities Act of 1933, as amended (the "Securities
Act").
C. Financial Advisors. Xxxxxx, in making its decision to acquire
the Shares has relied solely on the advice of its principals,
or its financial advisors and not on advice given by the
agents, principals, consultants or employees of Xxxxxx.
5. PRIVATE TRANSACTION
Xxxxxx represents and warrants that the exchange of the Shares is being
made for investment only and Xxxxxx does not intend to sell,
hypothecate, give or otherwise dispose of any restricted shares
transferred herein or any interest therein for distribution to the
public except in compliance with the Securities Act. Xxxxxx and Xxxxxx
acknowledge that this representation and warranty constitutes the basis
upon which the other party is induced to enter into and perform its
obligations under this Agreement.
6. TERMINATION
Either party may terminate this Agreement at anytime prior to the date
of Closing if there is any actual or threatened action or proceeding by
or before any court or any other governmental body which seeks to
restrain, prohibit, or invalidate the transactions which this Agreement
contemplates and which, in the judgment of the party giving notice to
terminate and based upon the advice of legal counsel, makes it
inadvisable to proceed with the transactions which this Agreement
contemplates.
Page 2 of 4
7. MISCELLANEOUS
A. Notices. Any notice under this Agreement shall be deemed to
have been sufficiently given if sent by registered or certified
mail, postage prepaid, addressed as follows:
Xxxxxxxx X. Xxxxxx
000-00 Xxxxx Xxxxxxxxx, Xxx #0X
Xxxxxxxx Xxxx, Xxx Xxxx 00000
Xxxxxx Consulting Group, Inc
000 Xxxx 000, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
or to any other address which the parties may hereafter
designate by notice. All notices shall be deemed to have been
given as of the date of receipt.
B. Entire Agreement. This instrument sets forth the entire
agreement between the parties hereto and no prior written or
oral statement or agreement shall be recognized or enforced.
C. Severability. If a court of competent jurisdiction determines
that any clause or provision of this Agreement is invalid,
illegal or unenforceable, the other clauses and provisions of
the Agreement shall remain in full force and effect. The
clauses and provisions which the Court determines are void,
illegal or unenforceable shall be limited so that they remain
in effect to the extent permissible by law.
D. Assignment. Neither party may assign this Agreement without
the express written consent of the other party. However, if
the other party consents to the assignment such assignment
will bind and inure to the benefit of the assignee.
E. Applicable Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Utah.
F. Venue. To the extent permitted by law, the parties agree that
the federal and local courts in Utah shall have exclusive
personal and subject matter jurisdiction and venue for any
claim or dispute between the parties, irrespective of the
nature or source of the claim or dispute. The parties made
this arrangement because: the parties mutually desire to
remove uncertainty as to such matters; one or more of the
parties and their property are located in Utah; and this
Agreement has been negotiated and executed and will be
performed in Utah.
G. Waiver of Jury Trial. To the extent permitted by law, the
parties hereby irrevocably waive a jury trial in the event of
litigation. The parties included this provision because of the
cost and delay of a jury trial and because the parties believe
that a jury trial would not be necessary to resolve any
dispute or claim between them.
H. Attorney's Fees. If either party institutes legal action or
other proceeding (including, but not limited to, arbitration)
to enforce or to declare any right or obligation under this
Agreement or as a result of a breach, default or misrepresen-
tation in connection with any of the provisions of this Agree-
ment, or otherwise because of a dispute among the parties, the
successful or prevailing party will be entitled to recover
reasonable attorney's fees. Attorney's fees shall include fees
for appeals, collections and other expenses incurred in such
action or proceeding. Legal fees shall be awarded in addition
to any other relief to which the prevailing party may be
entitled.
Page 3 of 4
I. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer, any rights or
remedies upon any person other than the parties hereto and
their successors.
J. Counterparts. The parties understand and agree that they may
execute this Agreement in any number of identical counterparts,
via facsimile or mail. Each counterpart shall be deemed an
original for all purposes.
K. Further Assurances. At any time and from time to time, after
the date of this Agreement, each party will execute such
additional instruments and take such actions as are reasonably
necessary to confirm or perfect title to the Shares or
otherwise to carry out the intent and purposes of this
Agreement.
L. Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right or remedy at law,
or in equity, and may be enforced concurrently herewith. No
waiver by any party of the performance of any obligation by
the other shall be construed as a waiver of the same or any
other default then, theretofore, or thereafter occurring or
existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by both parties.
Any term or condition of this Agreement may be waived or the
time for performance hereof may be extended by a writing
signed by the party or parties for whose benefit the provision
is intended.
M. Headings. The section and subsection headings in this
Agreement are inserted for convenience only. In the event of a
conflict between a heading and the text of this Agreement, the
text shall control the meaning and interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Agreement.
EXECUTED THIS __TH day of June 1999.
"Xxxxxxxx X. Xxxxxx"
/s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxxx X. Xxxxxx
"Xxxxxx Consulting Group , Inc."
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx, President
Page 4 of 4