Exhibit 2.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made this 1st day of September, 2002, by and between
ALEXANDER & XXXX, INC., a Nevada corporation ("AWI") and THE XXXXXX GROUP, INC.,
a California corporation ("TMG").
WHEREAS, AWI is the owner of 1,500,000 shares of the issued and outstanding
common stock of Commerce Development Corporation, Ltd., a Maryland corporation,
with a par value $0.001 per share (the "CDC Stock"); and
WHEREAS, the CDC Stock owned by AWI constitutes 87.5 percent of the issued
and outstanding shares of the capital stock of Commerce Development Corporation,
Ltd.; and
WHEREAS, AWI desires to sell all of its shares of the CDC Stock to TMG as
hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, AWI and TMG agree as follows:
1. Sale of the CDC Stock. Upon the terms and conditions set forth in this
Agreement, AWI does hereby sell, assign, transfer, and convey to TMG, free and
clear of all liens and encumbrances, all of its right, title, and interest in
and to 1,500,000 shares of the CDC Stock.
2. Consideration. Upon the terms and conditions set forth in this
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Agreement, TMG has agreed to pay AWI the sum of $150,000 for the CDC Stock,
with payment to be evidenced as follows:
(a) The sum of $20,000, in cash, on or before September 16, 2002;
(b) The sum of $30,000, in cash, on or before October 15, 2002; and
(c) The sum of $100,000, to be payable in equal monthly installments of $10,000
each, beginning on March 15, 2003, and continuing on the first day of each month
thereafter, until the sum of $100,000 has been paid in full.
3. Time of the Essence. Time is of the essence of this Agreement.
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4. Multiple Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. Law Governing. This Agreement shall be construed and governed by
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the laws of the State of California, and all obligations hereunder shall be
deemed performable in San Diego County, California.
6. Entire Agreement. This instrument contains the entire understanding
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of the parties and may not be changed orally, but only by an instrument in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
IN WITNESS WHEREOF, this Agreement has been executed in multiple
counterparts on the date first written above.
ALEXANDER & XXXX, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, President
THE XXXXXX GROUP, INC.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
