STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into by and
among Xxxxxxxxx Consulting, Inc. ("Seller"), a Nevada corporation, and
Ameri-First Financial Group, Inc. ("Purchaser"), a Delaware corporation.
R E C I T A L S :
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A. Seller owns beneficially and of record in excess of 800,000
shares of the common stock (the "Stock") of Seller (restricted pursuant to Rule
144 of the General Rules of the Securities and Exchange Commission, as
promulgated under the Securities Act of 1933, as amended); and
B. Purchaser desires to purchase from Seller, and Seller desires
to sell to Purchaser, 800,000 shares of the Stock.
AGREEMENT
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NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Seller and Purchaser agree as follows:
1. Condition Precedent. The validity of this Agreement is
expressly subject to the closing (and full funding) of the purchase of five (5)
hotels (the "Property") from VPS I, L.P., a Delaware limited partnership d/b/a
Homegate Studios & Suites by Purchaser pursuant to the terms and conditions of
that certain Purchase Agreement (the "Hotel Agreement") dated May 25, 2000,
entered into by and between VPS I, L.P., as Seller, and Ameri-First Financial
Group, Inc., as Buyer.
2. Purchase of Stock. The purchase price (the "Purchase Price")
of the Stock shall be $1,600,000.00 ($2.00 per share). The Stock shall be sold
to Purchaser by Seller and the Purchase Price shall be paid to Seller by
Purchaser as follows:
a. $600,000.00 shall be paid 90 days following the
issuance of the Stock to Seller by Purchaser in
connection with the purchase of the Property pursuant
to the terms of the Hotel Agreement and Seller shall
deliver 300,000 shares of Stock to Purchaser at that
time;
b. $500,000.00 shall be paid 180 days following the
issuance of the Stock to Seller by Purchaser in
connection with the purchase of the Property pursuant
to the terms of the Hotel Agreement and Seller shall
deliver 250,000 shares of Stock to Purchaser at that
time;
STOCK PURCHASE AGREEMENT -- Page 1
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c. $500,000.00 shall be paid 240 days following the
issuance of the Stock to Seller by Purchaser in
connection with the purchase of the Property pursuant
to the terms of the Hotel Agreement and Seller shall
deliver 250,000 shares of Stock to Purchaser at that
time;
3. Warranties and Representations of Seller. Seller warrants and
represents to Purchaser that at time of transfer, Seller (i) will own the Stock
free and clear of any claim whatsoever by any parties, (ii) the Stock will not
be pledged or encumbered in any manner, (iii) Seller will not have granted to a
third party any right, warrant, purchase option, or any other right which
directly or indirectly affects the Stock, and (iv) the Stock will be freely
assignable by Seller to Purchaser in accordance with this Agreement.
4. Amendment. This Agreement may only be altered, modified, or
amended by a written agreement signed by Seller and Purchaser.
5. Entire Agreement. This Agreement contains the only agreement
of Seller and Purchaser with respect to the purchase of the Stock and supersedes
all prior written or oral agreements, negotiations, understandings, or
commitments.
6. Parties Bound. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by Seller and Purchaser, their heirs,
executors, administrators, successors, and assigns.
7. Choice of Law; Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. VENUE FOR ANY CAUSE
OF ACTION RELATING TO THIS AGREEMENT SHALL BE EXCLUSIVELY DALLAS COUNTY, TEXAS.
STOCK PURCHASE AGREEMENT -- Page 2
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8. Further Agreements. Seller and Purchaser agree to execute such
other and further agreements as are necessary or desirable to effect the intent
of this Agreement.
EXECUTED to be effective as of June 9, 2000.
SELLER:
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XXXXXXXXX CONSULTING, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, President
PURCHASER:
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AMERI-FIRST FINANCIAL GROUP, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Bruteyn
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Xxxxxxx X. Bruteyn,
Chief Executive Officer
STOCK PURCHASE AGREEMENT -- Page 3
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