Exhibit 10.18
XXXX-Xxxxx.xxx, Inc.
June 8, 2000
Xxxxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxx and Xxxx Ianitto
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, X.X. 00000
Stock Purchase Agreement
Gentlemen:
The following sets forth the terms and conditions of your respective purchases
of common stock, $0.001 par value per share (the "Common Stock"), and options to
purchase additional Common Stock of Xxxx-Xxxxx.xxx, Inc. (the "Company") at the
prices and amounts shown, and on the additional terms set forth below. The
purchasers are separately referred to as "Powers", "Xxxxxxxx" and "Ianitto"
herein and collectively as the "Purchasers".
1. Purchases. a) Powers agrees to purchase 2,000,000 shares of Common Stock,
and an option to acquire 1,000,000 additional shares of Common Stock at an
exercise price of $.50 per share, exercisable for five years (the "Powers
Option "), for a total purchase price of $500,000.
b) Xxxxxxxx agrees to purchase 1,000,000 shares of Common Stock, and an
option to acquire 500,000 additional shares of Common Stock at an exercise
price of $.50 per share, exercisable for five years (the "Xxxxxxxx
Option"), for a total purchase price of $250,000.
c) Ianitto agrees to purchase 1,000,000 shares of Common Stock, and an
option to acquire 500,000 additional shares of Common Stock at an exercise
price of $.50 per share, exercisable for five years (the "Ianitto Option
"), for a total purchase price of $250,000.
d) The terms and provisions of the Powers, Xxxxxxxx and Ianitto Options
are similar and are set forth in exhibits A, B and C, respectively,
annexed hereto.
2. Closing. The purchases and sales above described shall be paid for by at
least $500,000 on or before June 15, 2000, and the balance due shall be
paid on or before July 3, 2000. The total funding to be received by the
Company shall be $ 1,000,000 in cash proceeds from the aforesaid purchases
and sales. A total of 4,000,000 shares of Common Stock and options to
purchase an additional 2,000,000 shares shall be issued in exchange
therefor, when payment in full shall have been received by the Company.
3. Representations and Warranties of the Company. The representations and
warranties of the Company shall survive for twelve months following the
date hereof. In consideration of the purchase and sale described above,
and the additional terms hereof, the Company represents and warrants to
its knowledge the several items set forth in prior purchase agreements
with Powers and Xxxxxxxx, as set forth in Exhibit E annexed hereto.
4. Representations and Warranties of Purchasers. In consideration of the
purchases and sales described above, and the remaining terms hereof, each
Purchaser has executed and delivered to the Company an Investor's
representation Letter in the form attached hereto
as Exhibit F, pursuant to which he makes certain representations and
warranties to the Company as of the date hereof.
a) Purchasers Powers and Xxxxxxxx further represent that they have been
directors of the Company since December, 1998, and are familiar with its
business affairs since such date, having heretofore invested substantial
amounts in the Company.
b) Purchaser Ianitto further represents that he has become active in the
affairs of the Company since March, 2000, and is familiar with its monthly
financial statements, budget, personnel and present business affairs.
c) The Purchasers are further aware of the recent downward trading
patterns of the Common Stock, its general lack of trading volume, and its
trading price below $.25 per share on June 7-8, 2000.
5. General Terms. Annexed hereto as Exhibit G are general contractual terms
as set forth in said prior purchase agreements, and deemed incorporated in
this Agreement.
If the foregoing accurately reflects our agreement, please so indicate in
the appropriate space below.
XXXX-XXXXX.XXX, INC.
By /s/ Xxxxxxxx X. Xxxxxx /s/ Xxxxxxxx X. Xxxxxx
--------------------------------- ----------------------------------------
Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx
Chairman/CEO
/s/ Xxxxxx Xxxxxxxx
----------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxx Ianitto
----------------------------------------
Xxxx Ianitto
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, X.X. 00000
Tel. 000-000-0000 Fax. 000-000-0000
