[EXHIBIT 10.1.2]
STOCK PURCHASE AGREEMENT
This agreement is entered into this 21st day of May, 2003,
by and between Film And Music Entertainment, Inc., ("FAME} a
Nevada Corporation. formerly known as PERVASYS, INC. ("PVYS"), 0n
the one hand, and East Mojave Corporation, ("East Mojave" ) a
Nevada corporation on the other hand.
Whereas Xxxx Xxxxx is the sole owner for all issued and
outstanding shares of East Mojave;
Whereas Xxxx Xxxxx desires to exchange all such shares of
East Mojave to FAME for common stock of FAME:
Whereas FAME shall own 100% of the issued and outstanding
shares of East Mojave after this Stock Purchase Agreement;
And Whereas FAME desires to purchase such shares in East
Mojave in consideration of newly issued common shares of FAME
(or common shares of PVYS if this agreement is completed prior to
the perfection of the FAME name change, CUSIP number and related
matters).
Therefore, WE HAVE AGREED that
1. Xxxx Xxxxx hereby agrees to transfer and does transfer all
of its common shares of East Mojave to FAME.
2. On behalf of East Mojave, Xxxxxx Xxxx, as its president,
warrants and represents that all of the common shares are the
only issued and outstanding shares of East Mojave (Xxxxxx Xxxx
indicates his acknowledgement by initialing here [/s/JJ]
3. East Mojave, Xxxx Xxxxx and Xxxxxx Xxxx make no warranties
or representations as to the value of any property listed as
assets of East Mojave as set forth in Exhibit B attached hereto.
4. Other than as expressly stated in Exhibit B, East Mojave,
Xxxx Xxxxx, t and Xxxxxx Xxxx make no representations or
warranties as to the quality of their ownership of assets of East
Mojave as set forth in Exhibit B attached hereto. All of these
assets are included in the transfer set forth in this agreement
"as is".
5. Xxxx Xxxxx warrants and represents that she has the
authority and power to enter into this agreement and that her
ownership and control of the common shares in East Mojave set
forth herein are owned "free and clear", and not subject to any
claims or offsets.
6. In consideration for all of the common shares of East Mojave
granted by Xxxx Xxxxx to FAME, Fame hereby grants to Xxxx Xxxxx
eighteen million (18,000,000) new common shares of FAME
7. Such shares shall be Regulation 144 common shares, as such
are defined by the Securities and Exchange Commission
8. Such shares shall be subject to volume restrictions, and no
more than 1/8th of such common shares maybe sold
9. East Mojave, Xxxx Xxxxx and Xxxxxx Xxxx acknowledge that a)
they have had ample opportunity to review the business and
documentation concerning FAME; b) as insiders, they are not
members of the general public; c) they are qualified investors;
d) the asset and market value of FAME is negligible, and will be
largely based on the assets held by East Mojave as set forth in
Exhibit B and other assets being acquired but no yet perfected;
e) that they are familiar with all the risk factors affecting
FAME common shares; f) that fame ahs held its directors and
officers harmless for actions prior to May 14,
2003;. and g) there have been no additional inducements to East.
Mojave, Xxxx Xxxxx or Xxxxxx Xxxx from FAME. its officcrs or
directors to enter into tbis agreement
10. The terms of this agreement shall be subject to the terms of
the confidentiality agreement attached hereto..
11. All othcr terms and conditions shall be subject to good
faith, reasonablc negotiation within industry custom and
standards for public entertaiument companies in Los Angeles,
California. This agreement shal1be tie deemed entered into and
wholly performed in Los Angeles, California and subject to the
1aws and jurisdiction hereof. Any dispute arising hereunder shall
be submitted to binding arbitration with the American Arbitration
Association in Los Angeles. California, and adjudicated in
accordance with their rules of Commercial Arbitration.
12. This agreement shall be subject to tbe reasonable review and
approval of the Board of Directors of FAME, its corporate
counsel. and SEC Counsel.
This agreement is entered into this 21st day of May 2003 in Los
Angeles, California.
East Mojave Corporation Film and Music
Entertainment, Inc.
/s/Xxxxxx X. Xxxx /s/Xxxxxxxx X. Xxxxxx
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Xxxxxx X. Xxxx President Xxxxxxxx X. Xxxxxx,
Corporate Secretary
Ratified and affirmed
/s/Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx, individually
EXHIBIT B
EAST MOJAVE LIST OF ASSETS OWNED
The officers and shareholders of East Mojave Corporation ("East
Mojave") represent and warrant that the interests, rights and
claims as listed below are currently owned by East Mojave, that
this list shall be attached to that certain Stock Swap Agreement
dated May 21, 2003 by and between East Mojave and Film and Music
Entertainment, Inc. (FAME), becoming a part of the whole thereof,
and that should any such interest, right or claim listed below prove
not to be an asset of East Mojave, the Officers and/or shareholders
shall substitute an asset of equal or greater value, such substitution
subject to the approval of the Board of Directors of FAME, such
approval not to be unreasonably withheld:
1. Full and unencumbered Title in and to an undeveloped 320
acre parcel of real estate in San Bernadino County, California
(APN 0490-071-02), with a recorded First Trust Deed in the
approximate balance amount of $20,000, such Trust Deed to be
current at the time of transfer East Mojave agrees to provide an
executed Grant Deed to FAME at the time of transfer,
2. A 50% interest in and to an undeveloped 28.3 acre parcel of
real estate outside of Xxxxxx, Arizona (APN 203-10-013) owned
free and clear of any encumbrance accept for taxes now due and
payable, such evidence of ownership as title to Limited Liability
Company Units representing at least 50% of the units authorized
and issued in and to the limited liability of recorded title of
such real property, along with the Operating Agreement of the
Limited Liability Company and an executed acceptance of the
substitution of ownership interest from East Mojave and/or its
predecessors to FAME by the requisite number of unit holders as
required under the respective Operating Agreement, and/or such
other evidences of ownership as accepted by the Board of
Directors of FAME.
East Mojave and its officers believe that they hold the
properties listed hereinabove based on the documentation attached
hereto as Exhibit "C". They believe that the properties have
value based on the appraisals attached hereto as Exhibit "D'.
However, East Mojave, its directors and officers transfer the
validity of claims, accuracy of appraisals or other materials
attached hereto. They state only that to the best of their own
personal knowledge, these documents were prepared in the ordinary
course of good faith, reasonable business, and that they
personally believe their rights and claims to be valid.
FAME represents and warrants that it has the authority to accept
the stock of East Mojave and to issue Rule 144 restricted stock
subject to the Voting Trust Agreement, attached hereto as Exhibit
"A". No other representations or warranties are made or implied
by either party.
On behalf of FAME: On behalf of East Mojave:
/s/Xxxxxxx Xxxxx /s/Xxxxxxx X. Xxxx
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Xxxxxxx Xxxxx, CEO Xxxxxx X. Xxxx, President
/s/Xxxx Xxxxx
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Xxxx Xxxxx, sole stockholder
