EXHIBIT 10.2
10.2 Stock Subscription Agreement, dated February 23, 2000, by and between
the Registrant and Xxx Xxxxxx for the sale of up to 2,000 shares of Class E
Preferred Stock
STOCK SUBSCRIPTION AGREEMENT
THIS STOCK SUBSCRIPTION AGREEMENT IS ENTERED INTO THIS 23RD DAY OF FEBRUARY,
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2000, BY AND BETWEEN COMTECH CONSOLIDATION GROUP, INC., A DELAWARE CORPORATION
("CORPORATION") AND XXX XXXXXX, AN INDIVIDUAL AS FOLLOWS:
Section 1. ComTech Consolidation Group, Inc. has the authority and power
to entered into this Agreement and has duly authorized the issuance of up to
2,000 shares of Class E Preferred Stock (hereinafter "Stock") to Subscriber with
the following terms: 1) Each Class E Preferred share shall have a face value of
$100.00 per share: 2) Each share shall pay an annual dividend equal to $96: 3)
The term of the Stock shall be for a period of 12 months "Term", after which
time, each share of the Stock shall be immediately converted to 650 shares of
Corporation common stock: 4) Subscriber shall have the option to convert the
Stock at any time with written notice to Corporation under the terms described
in section 3) herein above: 5) Corporation may redeem any Stock not converted by
Subscriber at anytime within twelve (12) months of issuance by Corporation, in
exchange for payment of the full face amount of funds delivered by Subscriber,
plus any accrued interest: 6) Any Stock purchased shall carry "piggy back"
registration rights, such that if Corporation registers any stock of the
Corporation, it shall be obligated to also register the Stock and any underlying
common stock converted by Subscriber within two years of issuance: and 7) For
purposes of Rule 144, the calculation of the "holding" period for all common
stock underlying the Stock shall begin upon issuance of the Stock to Subscriber.
Section 2 Subscriber hereby desires to purchase 2,000 shares of the Stock
Section 3. Corporation shall provide copies of all Articles of
Incorporation and Board Minutes authorizing this Agreement.
Section 4. Upon acceptance of the Stock Subscription Agreement by the
Corporation, the Subscriber shall remit to the Corporation, $75,000 during the
month February, 2000, and $125,000.00 during the month of March, 2000, the total
subscription amount against which the Corporation shall issue and deliver to the
Subscriber, certificates representing the Stock for the number of shares
purchased. Notwithstanding the foregoing, should Corporation: 1) fail to timely
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file any necessary report as required by the rules and regulations of the
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Securities and Exchange Act: 2) file or be placed into Bankruptcy or similar
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state remedy: 3) be "de-listed" by the NASDAQ from the Over-the-Counter market:
or 4) should the common stock of the Corporation for any other reason become
unable to trade on the Over the Counter Bulletin Board Market OTCBB,
Subscriber's obligations hereunder shall immediately cease.
Section 5. It is specifically agreed between the parties that the
fulfillment of the total obligation of Subscriber related to this agreement
fully satisfies any and all requirments of Xxx Xxxxxx, Foothill Equities
Corporation, Xxxxx Enterprises, Inc.Xxxxxxx Invetments Corp, Xxxxx X. Gianensin
and Suarro Communications, Inc. (NKA E-Net Finanacial Corporation), a Nevada
corporation, under that certain Settlement Agreement and Mutual Release, dated
February 8th, 2000.
Section 6. It is also specifically agreed between the parties, that upon
conversion of any Class E Preferred Shares to Common Shares, the Corporation
shall instruct it's transfer agent to issue Common Stock Certificates in the
name if the Subscriber (or his nominee) in such denominations to be specified
herein, representing the number of Common Stock issues upon such conversion.
Section 7. In the event of any dispute hereunder, the parties hereto agree
that the matter shall be submitted to binding arbitration in Vancouver,
Washington and that the prevailing party shall be entitled to its attornies fees
and costs.
Accepted and Agreed:
/s/ Xxx Xxxxxx
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Xxx Xxxxxx, an Individual
00000 XX Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
ComTech Consolidation Group, Inc.
"Corporation"
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx Xxxxx
Its: President
ComTech Consolidation Group, Inc.
00000 Xxxx & Xxxxxxx Xxx, Xxx. 000
Xxxxxxx XX 00000
