EXHIBIT 10.15
STOCK PURCHASE AGREEMENT
Agreement made this 1st day of April, 2000 between Home/Office Express,
Inc., a Nevada corporation having its principal office at 00 Xxxxx Xxxxxx, 0xx
xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Seller and Xxxxx X. Xxxxxxxx, Xxxxx Xxxxx,
and Xxxxxx Xxxxxxxx, whose business offices are located at 000 X. Xxxxxxxx Xxxx,
Xxxxx 000, Xxxxx, Xxxxxxx 00000, collectively referred to as Buyers.
RECITALS
A. Seller presently is a Public Company that licenses, manufactures and
distributes proprietary and non proprietary sportswear apparel and accessories
worldwide via retail, wholesale, catalog and the internet, and also owns a
messenger service business operating under the name of Personal Touch Messenger
Service, Inc. ("Personal Touch") in the State of Arizona; and
B. Buyers are minority shareholders of Home/Office Express, Inc. and
desire to purchase all outstanding common and preferred stock in Personal Touch
Messenger Service, Inc. and for the consideration to purchase said stock they
are willing to transfer a certain amount of the restricted preferred stock they
own in the Seller's Company.
In consideration of the covenants hereinafter set forth, the parties
agree as follows:
SECTION I
Sale of Stock
Seller shall sell, transfer, and deliver to Buyer and Buyer shall
purchase from Seller all outstanding common and/or preferred stock it owns in
and to Personal Touch Messenger Service, Inc., including existing liens,
pledges, or encumbrances of any kind, including but not limited to the goodwill
of the business as a going concern, the right to use the name Personal Touch
Messenger Service, Inc. ("Personal Touch"), or any variant thereof and all
related property and inventory used by Seller to conduct said business. Seller
is in the process of changing its corporate name to IAMG Holdings, Inc. and upon
shareholder approval of said change of name, the Buyers shall be authorized to
use the name "Home/Office Express, Inc."
SECTION II
Purchase Price
In consideration of the sale of common and/or preferred stock of
Personal Touch under this agreement, Buyers shall transfer to Seller 1,000,000
shares of its Home/Office Express, Inc. $.001 par value restricted common stock
the receipt and sufficiency of which is hereby acknowledged. In order to adjust
the sales price, the Seller shall execute and deliver a sixty-day promissory
note payable to Personal Touch in the amount of Three Hundred thousand
($300,000) Dollars, payable on or before June 10, 2000, subject to satisfactory
proof of payment of all Federal, State and Local business and employment taxes
owed by Personal Touch.
SECTION III
Assumption of Liabilities
The Buyers shall operate the messenger service business under the
name of Personal Touch. Buyers will be responsible for all of the Personal Touch
liabilities prior to date of this agreement arising in the ordinary conduct of
its business.
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SECTION IV
Instrument of Transfer
4. Seller shall deliver to Buyers a xxxx of sale, endorsements,
assignments, and such other instruments of conveyance and transfer as shall be
reasonable and necessary to vest in buyer marketable title to the common and/or
preferred stock being sold, conveyed, and delivered hereunder.
SECTION V
Seller's Representations and Warranties
Seller represents and warrants as follows:
(1) ORGANIZATION. Seller is a corporation duly organized, existing, and
in good standing under the laws of the State of Nevada; it has the corporate
power to carry on its business as it is now conducted.
(2) AUTHORITY. The Board of Directors of Seller has duly approved this
stock purchase agreement and has authorized the execution, delivery, and
performance of this agreement by Seller.
(3) FINANCIAL STATEMENTS. Seller is solvent and has made adequate
provisions for payment of its debts. It has delivered to buyer copies of its
financial statements, certified by Xxxxxxx X. Xxxxxx, C.P.A. an independent
certified public accountant, for the period ending January 31, 2000. All such
statements have been prepared in conformity with generally accepted accounting
principals applied on a consistent basis, and fairly reflect the financial
position of the seller as of the end of such periods and the result of
operations during such periods.
(4) TITLE TO ASSETS. Seller has good and marketable title to all of the
common and/or preferred stock it owns in Personal Touch, including the
properties and assets used to operate the messenger service business. Such
properties and assets are owned by seller subject to existing mortgages, liens,
and encumbrances, all of which are within the personal knowledge of the Buyer
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(5) TAXES. All tax returns, employment taxes, disability insurance,
worker's compensation required to be filed and paid by Personal Touch shall be
the responsibility of the Buyers and Buyers have paid or adequately provided for
any and all taxes shown by such returns to be due and payable, and agree to
indemnify Seller for any and all liabilities arising from Buyers obligations to
file and pay for tax returns.
(6) ABSENCE OF LITIGATION. There are no suits, governmental
proceedings, or litigation pending or, to the knowledge of the Seller,
threatened against the Seller that might materially affect the financial
condition, business, or property of Seller or its properties.
(7) ABSENCE OF CHANGES. Since March 27, 2000, Seller has not issued any
stock, bonds, or other corporate securities; incurred any obligation or
liability to shareholders, or purchased or redeemed any shares of its common
stock; mortgaged, pledged, or subjected to lien any of its assets, tangible or
intangible; sold or transferred any assets or canceled any debts or claims,
except in the ordinary course of business; granted any uniform increase in the
compensation of employees; disposed or permitted to lapse any patents,
trademarks, or trade names, suffered any extraordinary losses or waived any
rights except in the ordinary course of business. Since the above-mentioned date
there has been no substantial change in the financial condition, assets,
liabilities, or business of seller.
SECTION VI
Buyer's Representations and Warranties
(1) ORGANIZATION. Buyers are individuals who desire to purchase the
common and preferred stock in Personal Touch owned by Seller.
(2) AUTHORITY. Buyers are not impaired or otherwise unable to operate a
messenger service business and know of no legal impediment from acquiring the
common and preferred stock of Personal touch owned by the Seller. The execution,
delivery, and performance of this Agreement by Buyers is done with the unanimous
consent of the shareholders owning the 1,000,000 preferred shares of stock in
Seller's Company.
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(3) TITLE TO ASSETS. Buyers have good and marketable title to the
1,000,000 restricted, common shares of Seller's stock. Such assets are owned by
Buyers free and clear of all mortgages, liens, and encumbrances, except as
stated above.
(4) PROMISSORY NOTE. Buyers shall have furnished proof to Sellers of
filing and payment of all Federal, State and Local business, employment and
sales taxes for Personal Touch, and the Sellers shall not be required to pay the
promissory note referred to above unless and until Buyers fulfill their
obligations as stated herein.
(6) ABSENCE OF CHANGES. Since April 1, 2000, Buyers have not assigned,
conveyed or in any way caused any liens, mortgages or judgments to be placed on
any of the preferred stock owned by them in Seller's Company. Since the
above-mentioned date there has been no substantial change in the financial
condition, assets, liabilities, or business of Buyer.
(7) Access to Records. Buyers shall give to Seller reasonable access to
all books and records of Buyer.
SECTION VII
Conditions Precedent to Buyer's Obligations
The obligations of Buyer under this agreement are subject to
fulfillment of each of the following conditions prior to or at the closing:
(1) All proceedings, instruments, and documents required of
Sellers under this agreement shall be reasonably in form and in substance to
buyer's counsel.
(2) The instruments and conveyances of transfer executed and
delivered by Seller at the closing shall be valid in accordance with terms, and
shall effectively vest in Buyer good and marketable title to the common and/or
preferred stock, if any, owned by Seller in Personal Touch, subject to existing
liabilities, obligations, or encumbrances, except those liabilities and
obligations expressly omitted by Buyers as provided herein.
(3) There shall not have been any material breech of the
representations of warranties of Buyer contained in this agreement, and such
representations and warranties shall be substantially correct on the closing
date, except as affected by transactions contemplated herein and changes
occurring in the ordinary course of business.
(4) Between the date of execution of this agreement and the
closing date there shall not have been any material change in the business
prospects of sellers.
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(5) The mariner in which seller is conducting its business has
not been in violation of any applicable law or regulation materially affecting
the properties assets, and rights to be sold pursuant to this agreement, and
seller shall not be a party to, or be threatened with, any litigation or
proceeding relating to any transaction s contemplated by this agreement.
SECTION VIII
Conditions Precedent to Seller's Obligations
All obligations of Seller under this agreement are subject to the
fulfillment prior to or at the closing of the following conditions:
(1) Seller shall have received an opinion of counsel for Buyer, to the
effect that the common and preferred stock in Personal Touch owned by Sellers
have been duly transferred to the Buyers and the Buyers have or are in the
process of resolving the liabilities referred to in Section III.
(2) Representations and warranties made by Buyer in this agreement
shall be true and accurate in all material respects as of the closing date,
except as affected by transactions contemplated herein and changes occurring in
the ordinary course of business.
SECTION IX
Action by Board of Directors of Sellers
A special meeting of the Board of Directors of Seller shall be held
prior to the closing date for the purpose of voting on the authorization of the
sale of properties and assets pursuant to this agreement.
SECTION X
Indemnification of Seller
Buyers agree to indemnify Seller against (1) all liabilities and
obligations of Seller regarding Personal Touch, not expressly assumed herein by
Buyer; (2) any damage, loss or deficiency due to any breach of warranty,
misrepresentation, or non-fulfillment of any agreement of the part of Buyer
contained in this agreement or in any document or list delivered or to be
delivered to Seller in connection with this agreement; and (3) all action,
suits, proceedings, judgments, costs and expenses connected with such breach or
misrepresentation.
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SECTION XI
Closing Date
This closing with respect to the transactions contemplated by this
agreement shall be held on April 10, 2000 via facsimile if necessary.
SECTION XII
Broker
Each party represents that no person, corporation, or partnership
brought about this sale or is entitled to any commission.
SECTION XIII
Notices
All notices to be given hereunder shall be give in writing and shall be
delivered personally or by registered or certified mail, postage prepaid as
follows:
(1) If to Buyer, address to 000 X. Xxxxxxxx xxxx, Xxxxx 000, Xxxxx,
Xxxxxxx 00000.
(2) If to Seller, address to 00 Xxxxx Xxxxxx, 0xx xxxxx, Xxx Xxxx, X.X.
10011
SECTION XIV
Entire Agreement
This agreement, including the exhibits refereed to herein, contains the
entire agreement between the parties with respect to the transaction
contemplated herein. It may be executed in any number of counterparts, or
facsimiles, each an all of which shall be deemed for all purposes to be one
agreement.
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SECTION XV
Choice of Law
The laws of New York will govern the validity of this agreement, that
construction of its terms, and the interpretation of the rights and duties of
the parties.
The corporate parties have caused this agreement to be executed on the
date first above written.
IAM Group, Ltd.,
BY: /s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx, President
Home/Office Express, Inc.
BY: /s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx, President
BY: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Buyer
BY: /s/ XXXXX XXXXX
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Xxxxx Xxxxx, Buyer
BY: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxxx, Buyer
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