Exhibit 10.17
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STOCK PURCHASE AGREEMENT
THIS AGREEMENT IS MADE AND ENTERED INTO THIS THE 16TH DAY OF JULY, 2001 BY AND
BETWEEN iExalt, Inc., A NEVADA CORPORATION 00000 XXXXXXXXX XXXXXX, XXXXX 000,
XXXXXXX, XXXXX 00000, ("SELLER") AND XXXXX XXXXX ("PURCHASER").
The Seller is the record owner and holder of the issued and outstanding shares
of the capital stock of iExalt, Inc., ("Corporation"), a Texas corporation,
which Corporation has issued capital stock of approximately 45,000,000 shares of
$.001 par value common stock.
In consideration of the mutual agreements contained in this Agreement, it is
hereby agreed as follows:
6. PURCHASE AND SALE: Subject to the terms and conditions stated in this
Agreement, the Seller shall sell and deliver to the Purchaser
restricted stock certificates representing the stock purchased herein.
Certificates shall be delivered within ten (10) days of the receipt of
payment under the terms of this Agreement.
7. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and
method of payment thereof are fully set out in Exhibit "A" attached to
this Agreement and incorporated herein for all purposes as if set forth
in full.
8. REPRESENTATIONS AND WARRANTIES OF SELLER. Corporation is a corporation
duly organized, validly existing and in good standing under the laws of
the State of Nevada and has the corporate power and authority to carry
on its business as it is now being conducted. Purchaser understands
that the stock received will be restricted under SEC Rule 144.
9. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and
Purchaser hereby represent and warrant that there has been no act or
omission by Seller, Purchaser or the Corporation which would give rise
to any valid claim against any of the parties hereto for a brokerage
commission, finder's fee, or other like payment in connection with the
transactions contemplated hereby.
10. GENERAL PROVISIONS. (a) Entire Agreement. This Agreement constitutes
the entire Agreement and supersedes all prior agreements and
understandings, oral and written, between the parties hereto with
respect to the subject matter hereof. (b) Governing Law. This agreement
shall be governed by Texas Law.
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6. PIGGYBACK RIGHTS: Seller agrees to register such shares at the next
available filing of a registration statement with the Securities and
Exchange Commission. It is understood that the Seller may require some
minimal lock-out provision, and such provision shall not be
unreasonable to Buyer.
Seller: Purchaser:
iExalt, Inc. Name: Xxxxx Xxxxx
00000 Xxxxxxxxx Xxx Address: Xxx 000 Xxxxxxxxxxx
Xxxxx 000 Texas 77549
Xxxxxxx, Xxxxx 00000
By: /s/Xxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxx
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EXHIBIT "A"
AMOUNT AND PAYMENT OF PURCHASE PRICE
Consideration. As total consideration for the purchase of 578,013 shares of
common stock, restricted under Rule 144, pursuant to this Agreement, the
Purchaser shall pay to the Seller the sum of $ 25,000.00 as the purchase price
of the shares. In addition, the Seller agrees to register all stock held by
Buyer at its soonest opportunity (ie. XX-0, X-0, or S-3 filing, if appropriate).
It is understood that this sale of stock is comprised of both interest and
conversion of $25,000 of the debt pursuant to terms outlined in the Promissory
Note dated June 5, 2001.
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