EXHIBIT EX-2.1 ("REVISED")
STOCK PURCHASE AGREEMENT
(REVISED)
THIS AGREEMENT is made and entered into this 24th day of
May 1999, by and between Far West Group,("Seller") and New Pumpco,
("Purchaser");
WHEREAS, the Seller is the record owner and holder of
the issued and outstanding shares of the capital stock of Far West
Pump Co,("Corporation"), a Arizona corporation, which Corporation
has issued capital stock of 1,000 shares of $.01 par value common
stock, and
WHEREAS, the Purchaser desires to purchase 100.0% (one
hundred percent) or 1,000 shares of said stock and the Seller
desires to sell 100.0% of said stock, upon the terms and subject
to the conditions hereinafter set forth;
NOW, THEREFORE,in consideration of the mutual covenants
and agreements contained in this Agreement, and in order to
consummate the purchase and the sale of the Corporation's Stock
aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE:
Subject to the terms and conditions hereinafter set
forth, at the closing of the transaction contemplated hereby, the
Seller shall sell, convey, transfer, and deliver to the Purchaser
certificates representing such stock; and the Purchaser shall
purchase from the Seller the Corporation's Stock in consideration
Of the purchase price set forth in this Agreement. The
certificates representing the Corporation's Stock shall be duly
endorsed for transfer or accompanied by appropriate stock
transfer powers duly executed in blank, in either case with
signatures guaranteed in the customary fashion. The closing of
the transactions contemplated by this Agreement("Closing"), shall
be held at 10:00 AM, on November 30, 1999, at Seller's offices,
or such other place, date and time as the parties hereto may
otherwise agree.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE.
Seller will assign a $200,000 Note Payable to ▇▇▇▇▇
▇▇▇▇▇▇ currently owed by the Seller and the Seller will make an
additional payment of $70,000 in cash to the Purchaser. Such debt
assignment and payment will be in full satisfaction of 100%
transfer of the former subsidiary of the Seller to the Purchaser
in consideration for the Purchaser assuming all net liabilities
of the corporation at closing.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby warrants and represents:
(a) Organization and Standing.
Corporation is a Nevada corporation duly organized,
validly existing and in good standing under the laws of Nevada
and has the corporate power and authority to carry on its
business as it is now being conducted. A copy of said Corporate
Charter and good standing certificate is hereby attached as
exhibit "A".
(b) Restrictions on Stock.
The Seller is not a party to any agreement, written, or
oral, creating rights in respect to the Corporation's Stock in
any third person or relating to the voting of the Corporation's
Stock.
Seller is the lawful owner of the Stock.
There are no existing warrants, options, stock purchase
agreements, redemption agreements, restrictions of any nature,
calls or rights to subscribe of any character relating to the
stock, nor are there any securities convertible into such stock.
The stock issued is in accordance with existing rules
and regulation and exemptions to the S.E.C. rules.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND
PURCHASER.
Seller and Purchaser hereby represent and warrant that
there has been no act or omission by Seller, Purchaser or the
Corporation which would give rise to any valid claim against any
of the parties hereto for a brokerage commission, finder's fee,
or other like payment in connection with the transactions
contemplated hereby.
5. TITLE TO PROPERTIES AND ASSETS.
The Corporation has good, absolute and marketable title
to all its properties and assets.
To the best of the Seller s knowledge and belief, the
Corporation owns, possesses, and has good title to all copyrights,
trademarks, trademarks rights, patents, patent rights, and
licenses necessary in the conduct of its' business. To the best
of the Seller's knowledge and belief, the Corporation has the
unrestricted right to use all trade secrets, customer lists,
manufacturing and other processes incident to the manufacture,
use or sale of any and all products presently sold by it.
6. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement (including the
exhibits hereto and any written amendments hereof executed by the
parties) constitutes the entire Agreement and supersedes all
prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.
(b) Sections and Other Headings. The section and
other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation
of this Agreement.
(c) Governing Law. This agreement, and all
transactions contemplated hereby, shall be governed by, construed
and enforced in accordance with the laws of the State of Arizona.
IN WITNESS WHEREOF, this Agreement has been executed
by each of the individual parties hereto on the date first above
written.
Signed, sealed and delivered in the presence of:
PURCHASER SELLER
New Pumpco Far West Group
By: /s/ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
President
