EXHIBIT 10(f)
XXX-XXXXX.XXX, INC.
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "Agreement") is entered into and effective as
of the date executed herein by and between Guardtec ,Inc., (the "Purchaser") and
XXX-XXXXX.xxx, INC., a Nevada corporation (the "Company").
1. PURCHASE OF SHARES: The Purchaser agrees to purchase a total of 150,000
shares of common stock of the Company (the "Shares"), at a price of One Dollar
($1.00) U.S. per share, for a total purchase price of $150,000.
2. RESTRICTED NATURE OF SHARES: The Shares to be issued to Purchaser are
ordinarily subject to a one (1) year holding period before the Shares are
eligible for sale in the U.S. public market. The Company will register the
shares using an S-8 registration statement.
3. PRIVATE SALE ACKNOWLEDGMENT: The parties acknowledge and agree that the
issuance of the Shares is being undertaken as a private sale pursuant to Section
4(2) of the Securities Act of 1933, as amended and Nevada Revised Statutes
Chapters 78 and 90 and is not being transacted via a broker-dealer and/or in the
public marketplace.
4. PAYMENT: Payment for the Shares will be made in United States dollars payable
via wire transfer within three (3) business days from the execution of this
Agreement with said wire transfer to be made per the following instructions:
BANK: Xxxxx Fargo Bank, 0000 Xx Xxxxxx Xxxx, Xxxxxxxx, XX 00000
ABA NO.: 000000000
ACCOUNT NO.: Xxx-Xxxxx.xxx Inc. No. 0376128070
5. RECEIPT OF INFORMATION: Purchaser represents that he has received all of the
information he considers necessary or appropriate for deciding whether to
purchase the Shares including but not limited to (1) the Company's Business Plan
which contains the Company's financial projections with respect to its future
sales activities, but the actual results the Purchaser acknowledges may differ
materially as a result of a number of factors, (2) the Company's Executive
Summary and (3) all requested documents with respect to the Company's current
business and financial status. The Purchaser still further represents that he
has been directed to the SEC XXXXX Web Site which contains the Company's SEC
Form 10-SB/A4 Registration Statement filing. The Purchaser further represents
that he has had the opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the purchase of the Shares and the
business, properties, prospects and financial condition of the Company and to
obtain additional information necessary to verify the accuracy of any
information furnished to him which he has access.
6. INVESTMENT EXPERIENCE: The Purchaser represents that he is experienced in
evaluating and investing in securities of companies in the stage of development
of the Company and acknowledges that he is able to fend for himself, can bear
the economic risk of his investment, and has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of the investment in the Shares.
7. PURCHASE ENTIRELY FOR OWN ACCOUNT: The Purchaser represents that the Shares
to be purchased will be acquired for investment purposes for his own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof.
8. NO APPROVAL BY REGULATORY AGENCY: The Purchaser further acknowledges and
understands that the Shares are being offered in reliance on and pursuant to
Section 4(2) of the Securities Act of 1933, as amended and the private placement
exemption provided in the Nevada Revised Statutes Chapters 78 and 90, and that
no governmental body or regulatory agency has approved or endorsed the Company's
offering of these Shares.
9. ARBITRATION: The parties hereby submit all controversies, claims and matters
of difference arising out of this Agreement to arbitration in San Diego,
California according to the rules and practices of the American Arbitration
Association from time to time in force. This submission and agreement to
arbitrate shall be specifically enforceable. The Agreement shall further be
governed by the laws of the State of Nevada.
10. INTERPRETATION OF AGREEMENT: The parties agree that should any provision of
this Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing such provisions or any part of or the entire Agreement in
favor of or against any party herein, but rather by construing the terms of this
Agreement fairly and reasonably in accordance with their generally accepted
meaning.
11. MODIFICATION OF AGREEMENT: This Agreement may be amended or modified in any
way at any time by an instrument in writing stating the manner in which it is
amended or modified and signed by each of the parties hereto. Any such writing
amending or modifying this Agreement shall be attached to and kept with this
Agreement.
12. ATTORNEY FEES: If any legal action or any arbitration or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
the Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.
13. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement and
understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
14. COUNTERPARTS: This Agreement may be signed in one or more counterparts.
15. FACSIMILE TRANSMISSION SIGNATURES: A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.
DATED: December 19, 2000
Xxxxx Xxxx Xxx
President/Guardtec ,Inc.
XXXXXX X. XXXXXXXX
President/Xxx-Xxxxx.xxx Inc.
