Exhibit 10.5
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT, ("Agreement") entered into on this the 12th
day of March, 2004, by and between VISTA EXPLORATION CORPORATION, a Colorado
corporation with its principal place of business located at 00000 Xxxx Xxxxxx,
Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxx 00000, (hereinafter referred to as "Vista"),
ICOP DIGITAL, INC., a Nevada corporation with its principal place of business
located at 00000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxx 00000,
(hereinafter referred to as "ICOP"), XXXXXXX X. XxXXX, an individual, XXXXXXXX
XxXXX, an individual, XXXXXX XxXXX, an individual, XXXXXXX XxXXX, an individual,
(XXXXXXX X. XxXXX, XXXXXXXX XxXXX, XXXXXX XxXXX and XXXXXXX XxXXX hereinafter
collectively referred to as the "McCoys") and XXXXX'X LAW LINE, INC., a Kansas
corporation, with its principal place of business located at 00 Xxxxx Xxxxxxxx,
Xxxxxxx, Xxxxxx 00000 (hereinafter referred to as "XxXxx'x Law Line").
W I T N E S S E T H
WHEREAS, pursuant to that certain agreement dated February 5, 2003,
(hereinafter referred to as "XxXxx'x Law Line Acquisition Agreement") the McCoys
conveyed 500,000 shares of common stock, constituting all of the issued and
outstanding shares of XxXxx'x Law Line to ICOP prior to its past merger in
exchange for the issuance of 700,000 shares of $.001 par value common stock of
ICOP; and
WHEREAS, pursuant to the terms of the XxXxx'x Law Line Acquisition
Agreement, XxXxx'x Law Line became a wholly owned subsidiary of ICOP and the
McCoys were issued 700,000 shares of ICOP stock; and
WHEREAS, on or about February 5, 2003, Xxxxxxx X. XxXxx, individually as
Lessor and ICOP as Lessee, entered into that certain Commercial and Industrial
Lease Agreement, (hereinafter the "Lease Agreement") with regard to the property
located at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxx 00000; and
WHEREAS, on or about May 1, 2003 ICOP and Xxxxxxx X. XxXxx individually
entered into that certain Executive Employment Agreement, (hereinafter the
"Employment Agreement"); and
WHEREAS, on or about December 23, 2003, Xxxxxxx X. XxXxx, Xxxxxxxx XxXxx
and Xxxxxx XxXxx executed certain Intellectual Property Assignment,
Nondisclosure and Noncompete Agreements (hereinafter the "Intellectual Property
Assignments"); and
WHEREAS, as of February 24, 2004, XxXxx'x Law Line had accumulated bank
debt related to its operations of approximately $450,000.00 plus interest from
the Community National Bank of Chanute, Kansas; and
WHEREAS, in February 2004 ICOP, after approval, was merged into a wholly
owned subsidiary of Vista with ICOP the surviving corporation with new
certificates issued to the McCoys in exchange for their prior ICOP certificates;
and
WHEREAS, it is the desire of the parties to enter into an agreement under
the terms of which the McCoys will reacquire all of the issued and outstanding
shares of XxXxx'x Law Line (500,000 shares) in exchange for the conveyance of
700,000 shares of ICOP to ICOP.
WHEREAS, ICOP, as a capital contribution to XxXxx'x Law Line, will pay the
sum of $450,000.00 to Community National Bank of Chanute, Kansas, as later set
forth.
NOW, THEREFORE, in consideration of the above and foregoing premises and
the mutual covenants and agreements contained herein, the parties hereto agree
as follows:
Section 1. Exchange of Shares and Payments. Prior to the Closing Date as
defined herein, ICOP will have put into XxXxx'x Law Line additional capital in
the amount of Four Hundred and Fifty Thousand and 00/100 Dollars ($450,000.00)
payable not only to XxXxx'x Law Line but also to the Community National Bank of
Chanute, Kansas. Simultaneously therewith, XxXxx'x will convey in the aggregate
700,000 shares of ICOP Common Stock represented by the certificates set forth
above to ICOP. Xxxxxxx X. XxXxx will simultaneously execute documentation
transferring or assigning all existing options to acquire 500,000 shares of ICOP
Common Stock subject to the terms under which such options were granted.
Simultaneously therewith, ICOP will convey to the McCoys all of the shares of
XxXxx'x Law Line as follows:
SHAREHOLDER NUMBER OF SHARES
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XXXXXXX X. XxXXX 175,000 shares
XXXXXXXX XxXXX 145,000 shares
XXXXXX XxXXX 160,000 shares
XXXXXXX XxXXX 20,000 shares
Total 500,000
Section 2. Escrow, Agreements, and Validity - McCoys. In anticipation of
closing, McCoys will execute and place into escrow with the firm of Xxxxx &
Xxxxxxxx, P.A., the following items and agreements:
a. 700,000 shares of ICOP Common Stock;
b. Executed Stock Powers conveying such shares to ICOP;
c. Agreement canceling the Stock Option held by Xxxxxxx X. XxXxx to
acquire 500,000 shares of ICOP Common Stock;
d. The resignation of Xxxxxxx X. XxXxx as a member of the Board of
Directors of Vista and ICOP;
e. Agreements signed by XxXxx terminating the Lease Agreement and
Employment Agreement with ICOP;
f. Agreements signed by the McCoys concerning Releases and
Indemnifications.
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Section 3. Escrow, Agreements, and Validity - ICOP, Vista. ICOP and Vista,
pending closing, agree to place in escrow with the firm of Xxxxx & Xxxxxxxx,
P.A., the following items:
a. $450,000.00 payable to XxXxx'x Law Line and Community National Bank
of Chanute, Kansas;
b. 500,000 shares of XxXxx'x Law Line;
c. Executed Stock Powers conveying such shares to the McCoys;
d. Agreements relating to Indemnification and Releases of the McCoys;
and
e. Modifications to Intellectual Property Assignments.
Section 4. Operation of XxXxx'x Law Line Prior to Closing. The parties
hereto acknowledge and agree that XxXxx'x Law Line shall be operated, prior to
closing, in its ordinary course of business.
Section 5. Closing. Subject to the terms and conditions of this Agreement,
on the date (the "Closing Date") to be selected by ICOP, but not later than
March 31, 2004.
Section 6. Retention of Unrelated Shares. Xxxxxxx X. XxXxx, Xxxxxxxx XxXxx
and Xxxxxx XxXxx are in the aggregate, the holders of 950,000 shares of ICOP
common stock unrelated to the XxXxx'x Law Line Acquisition Agreement and nothing
contained in this Agreement shall be construed as obligating them to transfer
such shares to ICOP or otherwise, and any executed Releases or Indemnifications
by them do not pertain to their rights under these retained shares.
Section 7. Tax Returns and Audits. The parties acknowledge and agree that
ICOP and XxXxx'x Law Line shall file consolidated tax returns for the tax year
ending December 31 2003 and further, XxXxx'x Law Line shall cooperate with any
pending or future audits of ICOP or XxXxx'x Law Line reasonably requested or
required by ICOP. All tax reporting for XxXxx'x Law Line for the tax year 2004
and all subsequent tax years shall be the responsibility of XxXxx'x Law Line.
Section 8. Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given if delivered by hand or
mailed, certified or registered mail, return receipt requested, with postage
prepaid:
If to ICOP or Vista:
Vista Exploration Corporation
ICOP Digital, Inc.
c/o Xxxxxxx X. Xxxx, Xx.
00000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
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If to McCoys or XxXxx'x Law Line:
XxXxx'x Law Line, Inc.
x/x Xxxxxxx X. XxXxx
00 Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. XxXxx
00000 000xx Xxxx
Xxxxxxx, XX 00000
Xxxxxxxx XxXxx
00000 000xx Xxxx
Xxxxxxx, XX 00000
Xxxxxx XxXxx
000 Xxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Xxxxxxx XxXxx
0000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request or communication which shall be mailed or delivered
in the manner described above shall be deemed sufficiently given, served or sent
and received for all purposes at such time as it is delivered to the addressee
(with the return receipt, the delivery receipt or other affidavit of messenger
being deemed conclusive evidence of such delivery) or at such time as delivery
is refused by the addressee upon presentation.
Section 9. Other Provisions.
a. Governing Law. This Agreement shall be construed and interpreted
according to the laws of the State of Kansas.
b. Entire Agreement. Agreement and Modification: This Agreement,
including all attachments hereto, constitutes the entire agreement of the
parties.
c. Consents; Other Action. The parties shall each use their reasonable
best efforts to take any such action or actions as may be required by law,
regulation, rule or otherwise in order to carry out the transactions
contemplated herein and to cause the condition precedent to be satisfied,
whether such action is required at or following closing.
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d. Titles and Headings. The titles and headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
e. Binding Effect and Survival. This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their respective
successors and assigns. The warranties and covenants contained herein shall
survive the closing and remain in full force and effect.
f. Fees and Expenses. Each party hereto shall bear its own fees and
expenses incident to this Agreement and the transactions contemplated
thereunder, including all legal and accounting fees and disbursements.
g. Execution in Counterparts. To facilitate execution, this Agreement
may be executed in as many counterparts as may be required; and it shall not be
necessary that the signatures of, or on behalf of, each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on behalf of,
each party, or that the signatures of the persons required to bind any party,
appear on one or more of the counterparts. All counterparts shall collectively
constitute a single agreement. It shall not be necessary in making proof of this
Agreement to produce or account for more than a number of counterparts
containing the respective signatures of, or on behalf of, all of the parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
Vista: VISTA EXPLORATION CORPORATION,
a Colorado corporation
/s/ Xxxxxxx X. Xxxx, Xx.
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XXXXXXX X. XXXX, XX.,
Chairman and CEO
ICOP: ICOP DIGITAL, INC.,
a Nevada corporation
/s/ Xxxxxxx X. Xxxx, Xx.
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XXXXXXX X. XXXX, XX.,
Chairman and CEO
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McCoys: /s/ Xxxxxxx X. XxXxx
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XXXXXXX X. XxXXX, an individual
/s/ Xxxxxxxx XxXxx
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XXXXXXXX XxXXX, an individual
/s/ Xxxxxx XxXxx
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XXXXXX XxXXX, an individual
/s/ Xxxxxxx XxXxx
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XXXXXXX XxXXX, an individual
XxXxx'x Law Line: XXXXX'X LAW LINE, INC.,
a Kansas corporation
/s/ Xxxxxxx X. XxXxx
XXXXXXX X. XxXXX, President
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