Exhibit 10(ii)
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (`Agreement") is executed this 31st day
of December 1999 by and between AmeriResource Technologies, Inc. a Delaware
corporation ("ARET") and Xxxxxx X. Xxxxxxxx ("Purchaser"), an individual
residing in the state of Kansas.
Recitals
WHEREAS, ARET is in the process of restructuring its operations and desires to
sell all of its shares of common stock and any preferred stock (collectively,
the "shares") in First Americans Mortgage Corporation ("FAMC").
WHEREAS, Purchaser wishes to purchase ARET's shares of FAMC in order to
continue the company's operations.
Agreement
1. Sale of Shares. Aret agrees to transfer the Shares to the
Purchaser, and the Purchaser agrees to acquire the Shares from
ARET. Immediately after ARET receives a duly executed copy of
this Agreement and duly executed copy of the agreed upon
Promissory Note ("attached"), it will deliver the Shares to
Purchaser.
2. Purchase Price. As consideration for the Shares, the Purchaser
shall pay ARET $30,000.00 for FAMC under the terms and
conditions agreed upon in the attached Promissory Note.
3. Representation, Warranties and Covenants of Purchaser.
Purchaser represents, warrants and covenants that:
(a) Purchaser is an individual residing in the state of
Kansas.
(b) Purchaser has received all of the information it
considers necessary or appropriate for determining
whether to purchase the Shares. Purchaser is familiar
with the business, affairs, risks and properties of
FAMC.
(c) Purchaser has such knowledge and expertise in
financial and business matters that he is capable of
evaluating the merits and substantial risks of an
investment in the Shares and is able to bear the
economic risks relevant to the purchase of the Shares
hereunder.
(d) Purchaser is relying solely upon independent
consultation with his professional, legal, tax,
accounting and such other advisors as the Purchaser
deems to be appropriate in purchasing the Shares;
Purchaser has been advised to, and has consulted
with, its professional tax and legal advisors with
respect to any tax consequences of investing in the
Shares.
(e) Purchaser understands that there is no public market
for the Shares.
4. Representation, Warranties and Covenants of ARET. ARET
represents, warrants and covenants that:
(a) ARET is a corporation duly organized and validly
existing under the laws of the State of Delaware.
(b) ARET has valid title to the Shares which it is
transfering to the Purchaser pursuant to the
Agreement. There are no claims, liens, security
interests, or other encumbrances upon the Shares.
(c) All corporate action on the part of ARET required for
the lawful execution and delivery of this Agreement
and the issuance, execution and delivery of the
Shares has been duly and effectively taken. Upon
execution and delivery, the Agreement will constitute
a valid and binding obligation of ARET, enforceable
in accordance with its terms, except as the
enforceability may be limited by applicable
bankruptcy, insolvency or similar laws and judicial
decisions affecting creditors' rights generally.
5. Surviving of Representations, Warranties and Covenants. The
representations, warranties and covenants made by ARET and the
Purchaser in the Agreement shall survive the purchase and sale
of the Shares.
6. Financial Matters.
(a) Both parties acknowledge that the Purchaser will
assume all outstanding liabilities related to FAMC's
daily operations and the responsibility for timely
payment (i.e., utilities, rents, etc.)
(b) At the time of this Agreement ARET was under contract
with Xx. Xxxxx X. Xxxxxxx, P.C., Attorney at Law, 000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 to
develop a Securities and Exchange Commission Form 10
Small Business filing for FAMC. ARET will be
responsible for all fees and expenses incurred by Xx.
Xxxxxxx and his subcontractors.
(c) At the time of the Agreement FAMC was conducting an
annual audit and other financial computations. FAMC
was under contract with Xxxxxx, Bierwolf & Xxxxxxxx,
00 X. Xxxxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, XX 00000
for these services. The Purchaser will be responsible
for all fees and expenses incurred by the auditors.
(d) At the time of the Agreement FAMC had an outstanding
legal fees of approximately $20,000.00 with the law
firm of Craft, Xxxxxxx & Xxxxx, L.L.C., 0000 X. Xxxx
Xxxxx, 0000 Xxxx Xxxxxx, Xxxxxx Xxxx, XX. 00000. ARET
will be responsible for all alleged fees owed to the
Craft, Xxxxxxx & Xxxxx.
(e) At the time of the Agreement FAMC owed a promissory
note dated June 31, 1999 to Tomahawk Construction
Company, an ARET subsidiary. This note is being
forgiven by ARET as part of this agreement.
(f) It is acknowledged by both parties that the Purchaser
while the president of ARET incorporated in the State
of Kansas an entity, First Plains Construction
Company. First Plains in order develop a corporation
that would conduct construction services for Native
American consumers and tribal governments. No
corporate structure or funds were allocated to the
company by FAMC for its subsequent development. The
Purchaser will acquire the corporation as part of
this Agreement.
(g) It is acknowledge by both parties that the Purchaser
while President of ARET signed an agreement with Wall
Street NewsCast, 000 Xxxxxxxx, Xxxxx 000, XXXX 00000,
for Monthly Online Conference Call & Sales Program.
The premium for the six month period starting
December 1, 1999 was $1,500.00. ARET will be
responsible for the outstanding balance due to Wall
Street NewsCast.
(h) The Purchaser agrees to transfer 8,000,000 shares of
Kellys Coffee (OTCBB: KLYS) held by FAMC to ARET.
7. Miscellaneous.
(a) In the event any one or more of the provisions
contained in this Agreement are for the reason held
to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or
unenforceability shall not effect any other
provisions of this Agreement. This Agreement shall be
construed as if such invalid, illegal or
unenforceable provision had never been contained
herein.
(b) This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs,
legal representatives, successors, and permitted
assigns. The parties hereto may not transfer or
assign any part of their rights or obligations except
to the extent expressly permitted by this Agreement.
(c) The Agreement constitutes the entire agreement and
understanding between the parties with respect to the
sale of the Shares and may not be modified or amended
except in writing signed by both parties.
(d) No term or condition of this Agreement shall be
deemed to have been waived nor shall there be an
estoppel to enforce any provision of this Agreement
except by written instrument of the party charged
with such waiver or estoppel.
(e) The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State
of Kansas without regard to its law on the conflict
of law. Any action or proceeding seeking to enforce
any provision of , or based on any right arising out,
of this Agreement may be brought against any of the
parties in the courts of the State of Kansas, County
of Xxxxxxx, or, if it has or can acquire
jurisdiction, in the United States District Court for
the District of Kansas, and each of the parties
consents to the jurisdiction of such courts (and of
the appropriate appellate courts) in any such action
or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred
to in the preceding sentence may be served on any
party anywhere in the world.
(f) If a party signs this Agreement and transmits a
facsimile transmission of the signature page to the
other party, the party who receives the transmission
may rely upon the facsimile transmission as a signed
original of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.
AmeriResource Technologies, Inc. ("ARET") Xxxxxx X. Xxxxxxxx ("Purchaser")
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxx, CEO Xxxxxx X. Xxxxxxxx
