[EXHIBIT 10.1.1]
STOCK PURCHASE AGREEMENT
This agreement is xentered into this 21st day of May, 2003,
by and between Film And Music Entertainment, loc., ("FAME") a
Nevada corporation, formerly known as PERVASYS, INC. ("PVYS"), on
the one hand, and the Xxxxxxxxxxx Family Trust ("CFT"), their
assigns and/or nominees, on the other hand, with respect to CFT's
ownership of Myrob Properties, Inc., ("Myrob"), a California
corporation.
Whereas CFT is the sole owner for all issued and outstanding
shares of Myrob;
Whereas CFT desires to sell all such shares of Myrob to FAME;
Whereas FAME shal] own 100% of the issued and outstanding
shares of Myrob after this Stock Purchase Agreement;
And Whereas F AME desires to purchase such shares in Myrob
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 change of name, CUSIP number and related
matters).
Therefore, WE HAYE AGREED that:
1. CFT hereby agrees to transfer and does transfer all of its ONE
THOUSAND (1,000) common shares of Myrob to FAME.
2. On behalf of Myrob, Xxxxxxx Xxxxxxxxx as its president
warrants and represents that these ONE THOUSAND (1,000) common
shares are the only issued and outstanding shares of Myrob.
(Xxxxxxx Crisicone indicates his acknowledgement by initialing
here -)
3. Myrob, CFT and Xxxxxxx Xxxxxxxxx make no warranties or
representations as to the value of any property listed as assets
of Myrob as set forth in Exhibit B attached hereto.
4. Other than as expressly stated in Exhibit B, Myrob, CFT and
Xxxxxxx Xxxxxxxxx make no representations or warranties as to the
quality of their ownership of assets of Myrob 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. CFT warrants and represents that it has the authority and
power to enter into this agreement, and that its ownership and
control of the common shares in Myrob set forth herein are owned
"free and clear", and not subject to any claims or offsets.
6. In consideration for the ONE THOUSAND (1,000) common shares of
Myrob granted by CFT to FAME, FAME hereby grants to CFT 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 Exchange Commission.
8. Such shares shall be subject to volume restrictions, and no
more than 1/8th of such common shares maybe be sold during any
six (6) month period, as more fully set forth in Exhibit A, and
subject to the same terms and conditions set out in the Voting
Trust Agreement, as it may be revised.
9. Myrob, CFT, and Xxxxxxx Xxxxxxxxx acknowledge that a) they
have had ample opportunity to review the business and
documentation concerting FAME; b) as directors in FAME, 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 Myrob as set
forth in Exhibit B; e) that thev are familiar
With all the risk factors affecting the fame common shares;
f) that FAME has held its directors and officers harmless
for actions prior to May 14, 2003; and g) there have been no
additional inducements to Myrob, CFT or Xxxxxxx Xxxxxxxxx
from FAME, its officers or directors to enter into this
agreement.
10. The terms of this agreement shall be subject to the
terms of the confidentiality agreement attached hereto.
11. All other terms and conditions shall be subject to the
good faith, reasonable negotiation within industry custom
and standards for public entertainment companies in Los
Angeles, California. This agreement shall be deemed entered
into and wholly performed in Los Angeles, California and
subject to the laws 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 reasonable review
and approval of the Board of Directors of FAME, its
corporate council and SEC counsel.
This agreement is entered into this 21st day of May,
2003 in Los Angeles, California.
Xxxxxxxxxxx Family Trust Film and Music Entertainment, Inc.
/s/Xxxx Xxxxxxxxxxx Xxxxxxxx X. Xxxxxx
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Xxxx Xxxxxxxxxxx, Trustee Xxxxxxxx X. Xxxxxx,
Corporate Secretary
Ratified and affirmed
/s/Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, individually
And as President of Myrob Properties, Inc.
EXHIBIT B
MYROB LIST OF ASSETS OWNED
The officers and shareholders of Myrob Properties, Inc. ("Myrob")
represent and warrent that the interests, rights and claims as
listed below are currently owned by Myrob, that this list shall
be attached to that certain Stock Swap Agreement dated May 21,
2003 by and between Myrob and Film and Music Entertainment, Inc.
(F AME), 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 Myrob, the Or1icers 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 witliheld:
Two Thirds (2/3) of an undividcd 46% interest as Tenants in
Common in and to an undeveloped 1120 acre parcel of real estate
in San Bernardino County, California (APN 0490- 223-7,112,22,29
and 30), with a recorded First Trust Deed in the amount of
$75,000, such Trust Deed to be current at the tune of tra11sfer,
and contractual obligations not exceed $200,000 against the
entire of the Title interests. Such property shall be valued net
of offsets accruing in and to Xxxxxx Honey, Esq. Myrob agrees to
provide an executed Grant Deed to FAME at the time of transfer;
A 50% undivided interest as Tenants in Common to an Undeveloped
19.6 acre parcel of real estate in Riverside County, California
(APN 000-000-000,027) owned free and clear of any encumbrance
accept for taxes now due and payable. Such property shall be
valued net of offsets accruing in and to Xxxxxx Honey, Esq. Myrob
agrees to provide an executed Grant Deed to F AME at the time of
transfer;
A claim against Xxxx X. Xxxxxxxx and Xxxx Xxxxxxx Xxxxxxxx, Inc.
for the alienation of the balance of the 19.6 acre parcel
referred to in 2 above. The Officers and shareholders of Myrob
agree to cooperate in good faith in pursuing all reasonable
remedies in perfecting this claim. Such property shall be valued
net of offsets accruing in a11d to Xxxxxx Honey, Esq.
All rights, claims and interests received by Myrob from Quick
Feather Pictures, Inc- and/or Xxxxxxx Xxxxxxxxx, his assigns
and/or successors in and to the motion picture "The Biggest Fan"
including those awarded by Arbitration the sum of which shall
equal all of their respective rights in and to such motion
picture.
All rights, claims and interests received by Myrob from Xxxxxxx
Xxxxxxxx, his assigns and or successors in and to the motion
picture "L.A. Goddess".
Myrob 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, Myrob, its directors and officers
transfer these properties, interests and claims in "as is"
forn, and make no representations or warranties as to 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 due
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 Myrob 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 Myrob:
/s/Xxxxxxx Xxxxx /s/Xxxxxxx Xxxxxxxx, President
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Xxxxxxx Xxxxx, CEO Xxxxxxx Xxxxxxxx, President
/s/Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxx, sole stockholder
