EXHIBIT 10.4 - MATERIAL CONTRACT - STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is by and between BRANSON JEWELRY (USA), INC. (the
Purchaser) and COTTON BROTHERS INC. (the Seller).
WHEREAS, the Seller desires to offer and sell 5,000,000 shares of the common
stock of BRANSON JEWELRY (USA) INC., (the Issuer, and the Shares) in accordance
with the terms and conditions set forth herein, and
WHEREAS, the Purchaser desires to buy the Shares from the Seller in accordance
with the terms and conditions set forth herein.
THEREFORE, the Purchaser and the Seller agree as follows:
1. SALE OF SHARES. On or before the date on which the Seller and a Purchaser
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have executed this Agreement, the Seller will deliver the Shares to Purchaser
and the Purchaser shall tender the Purchase Price for the Shares to the Seller
per the Seller's instructions.
2. PURCHASE PRICE. The Purchase Price for the Shares is and shall be $0.001
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per share, being $5,000 in total for all of the Shares.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and
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warrants to the Purchaser as follows:
a. Ownership and Authority to and Sell. The Seller represents and warrant
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to the Purchaser that the Seller is the legal and beneficial owner of the
Shares and that the Shares are fully paid and non-assessable and upon
payment of the Purchase Price will be free and clear of all liens and
encumbrances and that the sale of the Shares as set forth in this
Agreement, does not breach or cause a default upon any contract or
agreement to which the Sellers are a party.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER The Purchaser represents and
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warrants as follows:
a. Residency and Citizenship. The Purchaser is domiciled in the State of
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Nevada, USA.
b. Sole Ownership and Investment Intent. The Purchaser is purchasing the
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Shares for its own account for investment purposes and not with a view
towards distribution and has no present arrangement or intention to sell
the Shares.
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5. BROKERAGE FEES AND OTHER EXPENSES. The Seller and Purchaser agree that no
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brokerage commissions or finders fees, however denominated are due to any third
parties as a result of this transaction. The Seller and the Purchaser each shall
bear their own incidental expenses of the transaction including any attorneys
fees.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The above Representations and
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Warranties shall survive the Closing of the sale of the Shares and may be relied
upon by any Party so long as the relying Party does not have actual knowledge of
the invalidity or inaccuracy of said representations and warranties.
7. GOVERNING LAW. This Agreement shall be governed by and interpreted in
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accordance with the laws of the State of Nevada without regard to the principles
of conflict of laws. The parties further agree that at the election of the
Purchaser, any dispute regarding this Agreement, including claims for
indemnification may be submitted to arbitration prior to judicial action and
that the Seller stipulates the Seller's consent to any motion by the Purchaser
to compel arbitration filed as a response to any judicial action filed by the
Seller. The parties further agree that a final, non-appealable judgment in any
such arbitration, suit or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on such judgment or in any other lawful manner.
8. ENTIRE AGREEMENT. This Agreement, including the other documents referred to
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herein, embodies the entire agreement and understanding of the Parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties, covenants, or undertakings, other than those expressly set
forth or referred to herein. This Agreement supersedes all prior agreements and
understandings between the Parties with respect to such subject matter.
EXECUTED AND ACKNOWLEDGED THIS 15th DAY OF December, 2001 BY
Cotton Brothers Investments, Inc. Branson Jewelry (USA), Inc.
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(the Seller) (the Purchaser)
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
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