STOCK ACQUISITION AGREEMENT
Exhibit 10.8
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DATE:
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May
17, 2007
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BETWEEN:
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The
Resourcing Solutions Group, Inc. a Nevada
corporation
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0000
Xxxxxx Xxx., Xxxxx 000
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Xxxxxxxxx,
XX 00000
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(“TRSG”)
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AND:
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Xxxxxxx
Xxxxxxxx and Xxxxxxxxxx Xxxxxxxx, owners of all of the issued and
outstanding shares of common stock of World Wide Personnel Services of
Virginia, Inc., a Virginia
corporation
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(“Xxxxxxxx”)
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RECITALS
X. Xxxxxxxx
owns 100% of the issued and outstanding shares (“Xxxxxxxx Shares”) of World
Wide Personnel Services of Virginia, Inc., a Virginia corporation,
which operates a professional services organization in the State of Virginia
(“ World
Wide”).
B. TRSG
desires to acquire the Xxxxxxxx Shares and Xxxxxxxx desires to sell the Xxxxxxxx
Shares to TRSG, pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth herein, the
parties hereto do hereby agree as follows:
AGREEMENT
1. Effective Date The effective date of
this Agreement shall be June 1, 2007. (“Effective Date”).
2. Purchase of Xxxxxxxx
Shares. At the Closing, as
defined in Section 8 of this Agreement, Xxxxxxxx shall assign, transfer and
deliver to TRSG the Xxxxxxxx Shares. The purchase price of the Xxxxxxxx Shares
shall be $200,000.00
(“Purchase Price”). The Purchase Price shall be paid by TRSG
in the form of its convertible promissory note in the form attached hereto as
Exhibit “A” (“TRSG
Note”). The assignment, transfer, and delivery by Xxxxxxxx of the
Xxxxxxxx Shares to TRSG shall be effected on the Closing Date by Xxxxxxxx’x
execution and delivery of documents and instruments necessary to assign,
transfer, and deliver the Xxxxxxxx Shares, free and clear of any and all liens,
encumbrances, security interests, claims and other restrictions or charges of
any kind whatsoever in exchange for the delivery to Xxxxxxxx of the TRSG
Note.
Page 1 - Stock Purchase
Agreement
3. Due Diligence Review TRSG and
Xxxxxxxx shall permit their respective employees, agents, accountants, legal
counsel and other representatives to have access to each
others books, records, employees, counsel, accountants, and other
representatives at all reasonable times for the purpose of conducting their
respective due diligence investigation. Each party will make available to the
other for examination and reproduction all documents and data of every kind and
character relating to this Agreement and the transactions contemplated hereby,
in possession or control of, or subject to reasonable access by either
party. All such due diligence investigation shall be completed and
each party shall notify the other in writing of the satisfaction or removal of
this due diligence review condition within thirty (30) days of the Effective
Date. Upon mutual agreement of the parties, additional time may be allowed to
complete such due diligence investigation. Should a party (“Reviewing Party”) become
aware of any information during its due diligence investigation which, in the
opinion of the Reviewing Party, could have material adverse impact on
this Agreement and/or the transactions contemplated hereby, the Reviewing Party
shall immediately notify the other party (“Receiving Party”) in writing
of such information and the concerns which such information has
caused. The Receiving Party shall have a reasonable time to respond
to those concerns. In the event that the concerns cannot be resolved to the
satisfaction of the Reviewing Party, the Reviewing
Party shall have the right to terminate this Agreement without
further liability hereunder. Each party shall bear the costs and expenses of its
own due diligence investigation hereunder, including the fees and expenses of
professional advisors.
4. Conduct of Business; Interim
Operations Pending the Closing
of this Agreement and the transactions contemplated thereby, Xxxxxxxx shall use
their best efforts to conduct the business of World Wide in a reasonable and
prudent manner in accordance with its past practices, to preserve its existing
business organizations and relationships with its employees, customers, clients
and others with whom it has a business relationship, to preserve and protect its
properties, and to conduct its business in compliance with applicable laws and
regulations. Without the prior written consent of TRSG, World Wide shall
not:
(a) merge
into or with or consolidate with, any other corporation;
(b) amend
its articles of incorporation or bylaws;
(c) issue
any capital stock or other securities, or grant or enter into any agreement to
grant, any options, convertible rights, warrants, calls,
or agreements relating to its securities;
(d) enter
into, or terminate, any material agreement;
(e) engage
in any one or more activities or transactions outside the ordinary course of
business;
(f) enter
into any transaction or make any commitment which could result in any
of the warranties and representations of Xxxxxxxx contained in this
Agreement not being true and correct after the occurrence of
such transaction or event.
Page 2 - Stock Purchase
Agreement
5. Warranties and Representations of
Xxxxxxxx Xxxxxxxx warrants and
represents to TRSG, as of the date hereof, as follows:
(a) World
Wide Personnel Services of Virginia, Inc. is a corporation duly organized under
the laws of the State of Virginia, validly existing and in good standing,
authorized to exercise all its corporate powers, rights and privilege
and has the corporate power and authority to own and operate its
properties and to carry on its business as now conducted.
(b) Xxxxxxxx
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.
(c) All
corporate action on the part of World Wide necessary for the authorization,
execution, delivery and performance of all obligations under this Agreement will
be taken and this Agreement constitutes a legal, valid and binding
obligation enforceable according to its terms.
(d) Xxxxxxxx
has, and will have at Closing, legal and beneficial ownership of Xxxxxxxx
Shares, free and clear of any and all liens and encumbrances or other
restrictions or limitations and has, and will have at Closing, all required
legal and corporate power to transfer and convey Xxxxxxxx Shares to
TRSG.
(e) There
are no claims, actions, suits, investigations or proceedings against Xxxxxxxx or
World Wide pending or, to the knowledge of Xxxxxxxx, threatened in any court or
before or by any governmental authority, or before any arbitrator, that might
have an adverse effect on World Wide or Xxxxxxxx Shares, and to the knowledge of
Xxxxxxxx, there is no basis for any such claim., action, suit, investigation or
proceeding that is likely to result in a judgment, decree or order having an
adverse effect on World Wide or Xxxxxxxx Shares. Xxxxxxxx and World Wide are not
in default under, and no condition exists that would (i) constitute a default
under, or breach or violation of, any legal requirement, permit or contract
applicable to Xxxxxxxx or World Wide, or (ii) accelerate or permit the
acceleration of the performance required under, or give any party the right, to
terminate any contract other than the lawsuit filed by PML North America, LLC in
U. S. District Court for the Eastern District of Michigan (Case No.
06-cv-14447).
(f) No
suit, action or other proceeding is pending or, or to the knowledge of Xxxxxxxx,
threatened before any governmental authority seeking to restrain Xxxxxxxx or
prohibit its entry into this Agreement or prohibit the Closing, or seeking
damages against Xxxxxxxx or World Wide as a result of the consummation of this
Agreement other than the lawsuit filed by PML North America, LLC in U. S.
District Court for the Eastern District of Michigan. (Case No.
06-cv-14447).
(g) Neither
the execution and delivery of this Agreement nor the carrying out of any of the
transactions contemplated hereby will:
Page 3 - Stock Purchase
Agreement
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i.
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violate
or conflict with any of the terms and conditions or provisions of the
articles of incorporation or bylaws of World
Wide;
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ii.
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violate
any legal requirement applicable to Xxxxxxxx or World
Wide;
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iii.
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violate,
conflict with, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of the performance required by, or
give any other party the right to terminate, any contract or permit
applicable to Xxxxxxxx or World
Wide;
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iv.
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result
in the creation of any lien, charge or other encumbrance on any
property of Xxxxxxxx or World Wide other than as provided for herein;
or
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v.
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require
Xxxxxxxx or World Wide to obtain or make any waiver, consent, action,
approval or authorization of, or registration, declaration, notice or
filing with, any private non-governmental third party or any governmental
authority.
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7. Warranties and
Representationsof
TRSG TRSG
warrants and represents to Xxxxxxxx as follows:
(a) TRSG
is a corporation duly organized under the laws of the State of Nevada, validly
existing and in good standing, is authorized to exercise all its corporate
powers, rights and privileges and has the corporate power and authority to own
and operate its properties and to carry on its businesses as now
conducted.
(b) TRSG
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.
(c) All
corporate action on TRSG’s part necessary for the authorization, execution,
delivery and performance of all obligations under this Agreement and for the
issuance and delivery of the TRSG Note will be taken, and this Agreement
constitutes a legal, valid and binding obligation of TRSG enforceable according
to its terms.
(d) Neither
the execution and delivery of this Agreement nor the carrying out of any of the
transactions contemplated hereby will:
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i.
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violate
or conflict with any of the terms and conditions or provisions of the
articles of incorporation or bylaws of
TRSG;
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ii.
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violate
any legal requirement applicable to
TRSG;
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Page 4 - Stock Purchase
Agreement
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iii.
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violate,
conflict with, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of the performance required by, or
give any other party the right to terminate, any contract or permit
applicable to TRSG;
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iv.
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result
in the creation of any lien, charge or other encumbrance on any
property of TRSG; or
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v.
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require
TRSG to obtain or make any waiver, consent, action, approval or
authorization of, or registration, declaration, notice or filing with, any
private non-governmental third party or any governmental
authority.
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(e) The
TRSG Note, when issued and delivered in accordance with the terms of this
Agreement and for the consideration expressed herein, shall be duly and validly
issued.
(f) No
suit, action or other proceeding is pending or, to TRSG’s best knowledge,
threatened before any governmental authority seeking to restrain TRSG or
prohibit entry into this Agreement or prohibit the Closing, or seeking damages
against TRSG or its properties as a result of the consummation of this
Agreement.
7. Covenants.
7.1 Approval of Directors Prior to the
effective date of this Agreement, TRSG and World Wide, to the extent required,
shall each hold a special meeting of their respective Boards of Directors to
approve the Agreement and the transactions contemplated thereby.
7.2 Third Party Consents TRSG and
Xxxxxxxx each agree to use their respective best efforts to obtain, as soon as
reasonably practicable, all permits, authorizations, consents, waivers and
approvals from third parties or governmental authorities necessary to consummate
this Agreement and the transactions contemplated hereby.
8. Closing Subject to the
satisfaction of the conditions set forth in Section 9 and Section 10 of this
Agreement, the closing of the transactions contemplated hereby (“Closing”) shall be held at
Charlotte, North Carolina. The date upon which the Closing occurs is hereinafter
referred to as the “Closing Date”. If by the close of business on June 1,
2007, Closing has not
occurred, then either party hereto may terminate this Agreement by written
notice to such effect to the other party without liability to any other party to
this Agreement unless the reason for the Closing having not occurred is (i) such party’s willful
breach of this Agreement, or (ii) , if all of the conditions to such party’s
obligations set forth in Section 10 and Section 11 of this Agreement have been satisfied or
waived in writing by the date scheduled for the Closing, the failure of such
party to perform its obligations under this Agreement on such date.
However, any termination pursuant to this Section 9 shall not relieve
any party hereto who was responsible for Closing having not occurred of
liability for such party’s willful breach of this Agreement or the failure of
such party to perform its obligations under this Section 9 on such date.
Page 5 - Stock Purchase
Agreement
9. Conditions to Obligations of
TRSG The obligations of
TRSG to carry out the transactions contemplated by this Agreement are subject,
at the option of the TRSG, to the satisfaction, or waiver by TRSG, of the
following conditions:
(a) All
warranties and representations of Xxxxxxxx contained in this Agreement shall be
true and correct in all material respects as of the Closing and Xxxxxxxx shall
have performed and satisfied in all material respects all agreements and
covenants required by this Agreement to be performed or satisfied by it at or
prior to the Closing.
(b) As
of the Closing Date, no suit, action, or other proceeding, shall be pending or
threatened before any court or governmental agency seeking to restrain TRSG or
prohibit the Closing or seeking damages against TRSG or Xxxxxxxx or World Wide
as a result of the consummation of this Agreement.
(c) Since
the date of this Agreement and up to and including the Closing there have not
been:
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i.
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any
changes in the business, operations, prospects or financial condition of
World Wide that had or might have a material adverse effect on World Wide;
or
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ii.
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any
damage, destruction or loss to World Wide that had or might have an
adverse effect on World Wide or Xxxxxxxx
Shares.
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(d) Xxxxxxxx
shall have furnished TRSG with a copy of all necessary corporate action on its
behalf approving Xxxxxxxx’x execution, delivery and performance of this
Agreement.
(e) TRSG
shall have completed its due diligence investigation and the results thereof
have not revealed that any of the warranties and representations of Xxxxxxxx set
forth herein are untrue or incorrect in any respect or otherwise unsatisfactory
to TRSG or that exceptions, if any, have been resolved to the satisfaction of
TRSG.
(f) TRSG
shall have received written evidence, in form and substance satisfactory to it,
of the consent to the transactions contemplated by this Agreement of all
governmental and private third parties where the absence of any such consent
would result in a violation of law or breach or default under any agreement to
which Xxxxxxxx is a party.
10. Conditions to Obligations of
Xxxxxxxx The obligations of
Xxxxxxxx to carry out the transactions contemplated by this Agreement are
subject, at the option of the Xxxxxxxx, to the satisfaction or waiver by
Xxxxxxxx, of the following conditions:
Page 6 - Stock Purchase
Agreement
(a) TRSG
shall have furnished Xxxxxxxx with copies of all necessary corporate action on
its behalf approving the execution, delivery and performance of this
Agreement.
(b) All
warranties and representations of TRSG contained in this Agreement shall be true
and correct in all material respects as of the Closing and TRSG shall have
performed and satisfied in all material respects all agreements and covenants
required by this Agreement to be performed or satisfied by it at or prior to the
Closing.
(c) As
of the Closing Date, no suit, action, or other proceeding, shall be pending or
threatened before any court or governmental agency seeking to restrain Xxxxxxxx
or World Wide or prohibit the Closing or seeking damages against TRSG or
Xxxxxxxx or World Wide as a result of the consummation of this
Agreement.
11. Indemnification Xxxxxxxx agrees to
indemnify and hold harmless TRSG from and against any and all damages,
liabilities, obligations, penalties, fines, judgments, claims, deficiencies,
losses, costs, expenses and assessments arising out of, resulting from or in any
way related to (a) a breach of, or failure to perform or satisfy any of, the
warranties and representations, covenants and agreements made by Xxxxxxxx in
this Agreement or in any document or certificate delivered by Xxxxxxxx at the
Closing, or (b) the existence of any liabilities or obligations of World Wide
other than those disclosed in Schedule 13 attached hereto.
12. Notices All notice, consents,
waivers and other communications required or permitted by this Agreement shall
be in writing and shall be deemed given to a party when (a) delivered to the
appropriate address by hand or by nationally recognized overnight courier
service, with costs prepaid; (b) sent by facsimile or e-mail with confirmation
of transmission by the transmitting equipment; or (c) sent by certified mail,
return receipt requested, in each case to the following addresses, facsimile
numbers or e-mail addresses and marked to the attention of the person designated
below:
To TRSG:
Xxxx Xxxxxxxxx
0000 Xxxxxx Xxx., Xxxxx
000
Xxxxxxxxx,
XX 00000
Facsimile: (000) 000-0000
E-mail: Xxxxxxxxxx@xxxxxxxx.xxx
Page 7 - Stock Purchase
Agreement
To: Xxxxxxxx:
Xxxxxxx Xxxxxxxx or Xxxxxxxxxx
Xxxxxxxx
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
E-Mail:
Xxxxxxxxx@xxxxxxxx.xxx
Xxxx@xxxxxxxxxxx.xxx
13. Expenses Each party shall bear
the costs and expenses of its own fees and expenses of professional advisors and
other costs relating to this Agreement.
14. Arbitration Required/Mediation First
Option. Any dispute or claim
that arises out of or that relates to this agreement, or to the interpretation
or breach thereof, or to the existence, scope, or validity of this agreement or
the arbitration agreement, shall be resolved by arbitration in accordance with
the then effective arbitration rules of American Arbitration Association.
Judgment upon the award rendered pursuant to such arbitration may be entered in
any court having jurisdiction thereof. The parties acknowledge that
mediation usually helps parties to settle their dispute. Therefore,
any party may propose mediation whenever appropriate through the
organization named above or any other mediation process or mediator
as the parties may agree upon.
15. Binding Effect This Agreement
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; but neither this
Agreement nor any of the rights, benefits or obligations hereunder shall be
assigned, by operation of law or otherwise, by either party hereto without the
prior written consent of the other party, which approval shall not be
unreasonably withheld.
16. Survival of Warranties and
Representations The warranties and
Representations of the parties as set forth in this Agreement are the
exclusive warranties and representations of the parties. All warranties and
representations, covenants and agreements by the parties to this Agreement shall
expressly survive the Closing.
17. Governing Law This Agreement and
the documents and instruments delivered pursuant hereto shall be governed by and
construed in accordance with the laws of the State of North Carolina. Each party
hereto irrevocably submits to the jurisdiction of the court of the State of
North Carolina, in any action or proceeding arising out of or relating to this
Agreement. Each party hereto consents to service of process by any means
authorized by applicable law and waives the defense of an inconvenient form to
the maintenance of such action or proceeding in any such court.
Page 8 - Stock Purchase
Agreement
18. Severability The provisions of
this Agreement are severable. If any one or more provisions may be determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions, to the extent enforceable, shall nevertheless be binding and
enforceable.
19. Non-Waiver Failure by any party
at any time to require performance of the other party of the provisions of this
Agreement shall in no way affect any party’s rights hereunder to enforce the
same, nor shall any such waiver by either party of any breach be held to be a
waiver of any succeeding breach or waiver of this clause.
20. Remedies The rights and
remedies provided by this Agreement are cumulative and the use of any one right
or remedy by any party hereto shall not preclude or constitute a waiver of its
rights to use any or all other remedies. Such rights and remedies are given in
addition to any other rights and remedies a party may have by law, statute or
otherwise.
21. Attorneys’ Fees In the event
suit or action is brought, or an arbitration proceeding is initiated, to enforce
or interpret any of the provisions of this agreement, or that arise out of or
relate to this agreement, the prevailing party shall be entitled to reasonable
attorney’s fees in connection therewith. The determination of who is
the prevailing party and the amount of reasonable attorney's fees to be paid to
the prevailing party shall be decided by the arbitrator(s) (with respect to
attorney's fees incurred prior to and during the arbitration proceedings) and by
the court or courts, including any appellate court, in which such matter is
tried, heard, or decided, including a court that hears a request to compel or
stay litigation or that hears any exceptions or objections to, or requests to
modify, correct, or vacate, an arbitration award submitted to it for
confirmation as a judgment (with respect to attorney's fees incurred in such
court proceedings).
22. Entire Agreement This Agreement,
together with all exhibits attached hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, by any of the parties or by any officer or
representative of any party. No amendment or modification of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby.
23. Counterparts This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.
24. Advice of Counsel This Agreement was
prepared by the Law Office of Xxxxxx X. Xxxxxxxxx on behalf of TRSG and Xxxxxxxx
have been advised to retain their own legal counsel to represent them in
connection with this Agreement and they have elected not to seek the advice of
such legal counsel.
Page 9 - Stock Purchase
Agreement
IN WITNESS WHEREOF, the
parties have executed this Agreement on the dates indicated below.
TRSG
CORP.
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By: /s/ XXXX
XXXXXXXXX
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Date: May 17,
2007
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Name:
Xxxx Xxxxxxxxx
Title:
President/CEO
XXXXXXX
XXXXXXXX AND XXXXXXXXXX XXXXXXXX, AS HOLDERS OF 100% OF
THE
ISSUED AND OUTSTANDING COMMON STOCK OF WORLD WIDE
PERSONNEL
SERVICES OF VIRGINIA, INC.
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/s/ XXXXXXX
XXXXXXXX
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Date: May 17,
2007
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/s/ XXXXXXXXXX
XXXXXXXX
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Date: May 17,
2007
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Page 10 - Stock Purchase
Agreement
