STOCK PURCHASE AGREEMENT
Agreement made as of this 31st day of December, 1998 between Earth
Products and Technologies, Inc., a Nevada corporation, Mutual Ventures
Corporation, a Wyoming corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇
(hereinafter referred to as "Sellers"), EWS Services, Inc., a Nevada
corporation (hereinafter referred to as "Buyer" or "EWS Services") and
Environmental Water Systems, Inc., a Nevada corporation ("EWS").
RECITALS
WHEREAS, Buyer wishes to purchase 4,000,000 shares (which is equal to 61%
of the total issued and outstanding of common stock of EWS) from Sellers and
Sellers wish to sell said stock to Buyer pursuant to the terms and conditions
set forth below,
NOW, THEREFORE, in consideration of the covenants and promises contained
herein and other good and valuable consideration the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Sale of Stock. Sellers shall sell to Buyer four million (4,000,000)
shares of common stock of EWS (the "Shares") owned by Sellers as set forth in
Schedule A attached hereto.
2. Purchase Price. Buyer agrees to pay a total of eight hundred and
forty thousand dollars ($840,000) to Sellers for the four million (4,000,000)
shares. Buyer's obligation to pay this amount shall be evidenced by the
promissory note attached hereto as Exhibit A and incorporated herein by
reference.
3. Representations and Warranties of Sellers. Sellers represent and
warrant to the Buyer as follows:
(a) Sellers have good and marketable title to the Shares, free and
clear of any claims, security interests, liens and encumbrances, and the
transfer of the Shares will pass good and marketable title to the Shares, free
and clear of any claims, security interests, liens and encumbrances
whatsoever.
(b) Sellers have the requisite power and authority to execute,
deliver and perform this Agreement. All necessary corporate proceedings have
been duly taken to authorize the execution, delivery and performance of this
Agreement. This Agreement has been duly authorized, executed and delivered by
each Seller, constitutes the legal, valid and binding obligation of each
Seller, and is enforceable as to each Seller in accordance with the terms
hereof.
(c) No consent, authorization, approval, or permit of or
from, declaration or filing with any federal, state, local or other government
authority or any court or any tribunal is required by the Sellers for the
execution, delivery and/or performance of this Agreement. No consent of any
party to any contract, agreement, instrument, lease, license, arrangement, or
undertaking to which EWS is a party, or to which EWS or any of its respective
properties or assets are subject, is required for the execution, delivery
and/or performance of this Agreement.
(d) There is not presently outstanding nor is there any
commitment, plan or arrangement of EWS to issue any shares of common stock,
any options, warrants or otherwise calling for the issue of any shares of
common stock and/or any other type of stock of EWS or any other security or
instrument convertible into, exercisable for or exchangeable for securities of
EWS.
(e) There is no litigation, arbitration, claim, governmental,
administrative, regulatory or other proceeding or investigation (formal or
informal) pending, or to best knowledge of Sellers, threatened with respect to
EWS, any transaction in EWS's securities, the transactions contemplated by
this Agreement, or any of EWS's business, properties, or assets. The Company
is not in violation of, or in default with respect to, any material law, rule,
regulation, order, judgement or decree; nor, to the best knowledge of Sellers,
is any action required to be taken in order to avoid such violation or
default.
(f) To the best knowledge of Sellers, neither this Agreement
nor the representations and warranties contained herein contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements of fact contained herein and therein not misleading. To the
best knowledge of Sellers, there is no fact which has a material adverse
effect, or in the future may have a material adverse effect on the business,
operations, affairs, conditions or prospects of EWS.
4. Representations and Warranties of Buyer. Buyer represents and
warrants to the Sellers as follows:
(a) Seller has no obligation or duty, either contractual or
otherwise, to pay Buyer or any of Buyer's agents, officers, attorneys or
creditors any monies and further represents that Sellers have not guaranteed
any of the debts or liabilities of Buyer and Buyer agrees to save and hold
Sellers harmless from and against any and all claims of any nature made
against Sellers by any and all creditors of Buyer.
(b) There is no litigation, arbitration, claim, governmental,
administrative, regulatory or other proceeding or investigation (formal or
informal) pending, or to best knowledge of Buyers, threatened with respect to
EWS, any transaction in EWS's securities, the transactions contemplated by
this Agreement, or any of EWS's business, properties, or assets. The Company
is not in violation of, or in default with respect to, any material law, rule,
regulation, order, judgement or decree; nor, to the best knowledge of Buyers,
is any action required to be taken in order to avoid such violation or
default.
5. Conditions.
(a) EWS Services shall allow one representative of Earth
Products and Technologies, Inc. to serve on the Board of Directors of EWS
Services, so long as Earth Products and Technologies or Sellers collectively
own any Shares.
(b) So long as Sellers own any Shares, EWS Services shall not
issue any Shares to any third party without first offering to Sellers an
opportunity to purchase an amount of Shares on the same terms and conditions
as those offered to such third party, which would prevent any dilution in the
percentage of any Shares owned by Sellers at that time.
6. Indemnification. Sellers shall pay, indemnify and hold harmless
Buyer from and against any and all claims, liabilities, damages, costs and
expenses (including reasonable attorney's fees) relating to or arising out of
any breach of any warranty or representation or default in the performance of
any obligation or covenant of Sellers or EWS under and pursuant to this
Agreement or Sellers' ownership of the Shares.
Buyer shall pay, indemnify and hold harmless Sellers from and against any
and all claims, liabilities, damages, costs and expenses (including reasonable
attorney's fees) relating to or arising out of any breach of any warranty or
representation or default in the performance of any obligation or covenant of
Buyer or EWS under and pursuant to this Agreement or Buyer's ownership of the
Shares.
7. Termination. This Agreement may be terminated and the purchase and
sale contemplated may be abandoned by mutual consent of the Buyer and Sellers.
8. Further Assurances. Each party agrees to cooperate with the other,
and to execute and deliver, or cause to be executed or delivered, all other
instruments, and to take all such other actions as it may be reasonably
requested to take, from time to time, in order to effectuate the provisions
and purposes of this Agreement.
Sellers hereby appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., or his successor, as
their true and lawful attorney-in-fact, agent and representative, with full
power of substitution by him for each of them in their respective names, place
and stead in any and all capacities, (i) to sign any and all documents,
instruments or notices to be delivered pursuant to this Agreement, (ii) to
receive and collect all sums of monies due hereunder and to receive all
documents, instruments or notices on their behalf, (iii) to amend, modify or
waive in their names and on their behalf any term or provision of this
Agreement, provided that no such amendment, modification or waiver shall
benefit one or more of the Sellers at the expense of another Seller, and (iv)
generally to do and perform each and every act and thing deemed necessary or
desirable to be done in connection with the transactions contemplated by this
Agreement, as fully to all intents and purposes as might or could be done by
them in person; hereby ratifying and confirming all that said attorney-in-fact
or his substitute may lawfully do or cause to be done by virtue hereof.
9. Specific Performance. Each party acknowledges the following: (a)
the Shares to be transferred to Buyer pursuant to this Agreement and the
rights of Sellers are unique, (b) neither party will have any adequate remedy
at law if the other shall fail to perform any of its or their obligations
under this Agreement and (c) each party shall have the right, in addition to
any other rights it may have, to specific enforcement of this Agreement if the
other shall fail to perform any of his obligations.
10. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective heirs, successors or assigns;
provided, however, that Sellers shall not voluntarily transfer or assign
Sellers's interest or any part of it without the written consent of Buyer or
Buyer's successor in interest. Buyer may, without the consent of Sellers,
assign any or all of its rights or interests in this Agreement, provided that
any such assignment shall not effect the obligations of Buyer under this
Agreement.
11. Amendment and Modification. This Agreement may not be amended,
modified, supplemented or changed in any respect except by a writing duly
executed by Sellers and by Buyer.
12. Other Provisions.
(a) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one instrument.
(b) Headings. The headings of the paragraphs and subparagraphs of
this Agreement are inserted for convenience only and shall not constitute a
part of it.
(c) Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Utah.
(d) Benefit of Parties. Except as expressly provided, nothing in
this Agreement shall be construed to give any person or entity other than
Sellers and Buyer any legal or equitable right, remedy or claims under this
Agreement, but this Agreement shall be for the sole and exclusive benefit of
Sellers and Buyer.
(e) Survival of Representations and Warranties. The
representations, warranties, covenants and agreements contained herein shall
survive the closings contemplated by this Agreement.
(f) Severability. Whenever possible, each provision shall be
construed so as to be interpreted in such a manner as to be effective and
valid under applicable law. If any provision of this Agreement or its
application to any party or circumstance shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of
such prohibition without invalidating the remainder of such provision or any
other provision of this Agreement or the application of such provision to
other parties or circumstances.
(g) Construction. This Agreement shall not be construed against
the party preparing it, and shall be construed without regard to the identity
of the person who drafted it or the party who caused it to be drafted and
shall be construed as if all parties had jointly prepared this Agreement and
it shall be deemed their joint work product, and each and every provision of
this Agreement shall be construed as though all of the parties hereto
participated equally in the drafting hereof; and any uncertainty or ambiguity
shall not be interpreted against any one party. As a result of the foregoing,
any rule of construction that a document is to be construed against the
drafting party shall not be applicable.
(h) Waivers. No delay on the part of any party in the exercise of
any right or remedy shall operate as a wavier of it, and no single or partial
exercise of any right or remedy by any party shall preclude any other or
further exercise, or exercise of any other right or remedy.
(i) Attorney's Fees. In the event of a default under the terms of
this Agreement or breach of any warranty expressed in this Agreement by any of
the parties hereto, the defaulting or breaching party agrees to pay any and
all costs, expenses and attorney's fees incurred by the nonbreaching or
nondefaulting party to enforce this Agreement or cure the default or breach.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first above stated.
SELLERS:
Earth Products and Technologies, Inc., a Nevada Corporation
/s/ ▇▇▇▇ ▇▇▇▇▇▇
_____________________________________________
▇▇▇▇ ▇▇▇▇▇▇, President
Mutual Ventures Corporation, a Wyoming Corporation
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
_____________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
BUYER:
EWS Services, Inc., a Nevada corporation
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, President
Environmental Water Systems, Inc., a Nevada corporation
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇, President
