EXHIBIT 10.12 - PURCHASE AGREEMENT - XXXXXX AND COMPANY, INC.
Purchase Agreement
Xxxxxx and Co., Inc.
Nutek Inc.
00000 Xxxxxxxxx Xxxx. Xxxxx 000
Xxxx Xxxxxx XX. 00000
Tel: (000) 000-0000 Fax: (000) 000-0000
Table of Contents
Table of Contents 2
Confidentiality Statement 3
Existing Corporation 3
Xxxxxx and Co Purchase Agreement with Nutek Inc. 3
RECITALS 3
1. PAYMENT. 4
2. CONSIDERATIONS. 4
3. CONFIDENTIALITY. 4
4. WARRANTIES. 4
5. INTEGRATION. 5
6. CONSTRUCTION AND JURISDICTION. 5
7. ATTORNEY'S FEES. 5
-2-
Confidentiality Statement
The information embodied in this Purchase Agreement is strictly confidential
and is supplied on the understanding that it will be held confidentially and
not disclosed to third parties without the prior written consent of Nutek,
Inc.
Corporation
Xxxxxx and Co
The Corporation Xxxxxx and Co, Inc. is a Nevada Corporation doing business in
California.
Purchase Agreement with Nutek Inc.
Agreement entered into this 6 day of January 2000 by and between Xxxxxx and Co
Inc. "SELLER" and Xxxxxx Xxxxx (President) hereinafter, referred to as "SELLER"
and Nutek Inc. of 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxx Xxxxxx XX 00000
hereinafter "PURCHASER".
-2-
RECITALS
WHEREAS, PURCHASER is engaged in the business of acquiring, controlling and
managing various companies and corporations, Xxxxxx Xxxxx has created and/or
holds rights to certain clothing designs and design groups..
WHEREAS, PURCHASER and SELLER have agreed to enter into this Agreement whereby
PURCHASER will acquire SELLER by purchasing all issued and/or outstanding shares
of SELLER.
WHEREAS, Xxxxxx Xxxxx has created a woman's resort wear line of clothing,
hereinafter referred to as the "product", and
WHEREAS, PURCHASER seeks to acquire this corporation, Xxxxxx and Co, Inc. which
holds all exclusive rights, title and interest to the product and all future
related products produced by Xxxxxx Xxxxx; and
WHEREAS, PURCHASER has an interest and is in the business of developing,
marketing, and the management, promotion, and financing of companies and
products, and has the management knowledge and expertise to promote and market
the product; and
WHEREAS, PURCHASER is willing provide SELLER, the services of financing,
management, promotion and marketing of Product to date and in the future, in
television and all other mediums pursuant to the following terms and
conditions: Upon execution of this Agreement PURCHASER will acquire SELLER as
a wholly owned subsidiary of Nutek.
NOW, THEREFORE, in consideration of these premises and those other terms and
conditions set forth hereinafter, the parties agree as follows:
-3-
1. PAYMENT.
-----------
1. Xxxxxx Xxxxx, President of SELLER shall receive Fifty Thousand ($50,000.00)
dollars in cash payable at no interest over 12 months
2. Xxxxxx Xxxxx is to receive a "Royalty Payment" of Twenty (2%) percent of
Net Gross revenues on the sales of existing products to existing vendors.
3. Xxxxxx Xxxxx is to receive a "Royalty Payment" of Fifteen (3%) percent of
Net Gross revenues on the sales of products to new vendors.
4. Royalty Payments to be made monthly no later then the 10th day of each
month following the previous months sales.
5. Xxxxxx Xxxxx is to receive Two Hundred and Fifty Thousand (250,000) shares
of Nutek Restricted stock under Rule 144 which is Restricted from sale for a
period of 0ne (1) year from day of issue. This stock is to be issued within
10 days of signing this Agreement, and will be valued at the closing stock
price of 12/31/99 of $0.20.
2. CONSIDERATIONS.
------------------
1. Net Gross Revenues as referred to in this agreement is sales revenues
less returns, and excludes shipping costs.
2. Xxxxxx Xxxxx is to submit all contracts submitted to or issued from SELLER
to PURCHASER for approval.
3. PURCHASER to receive from SELLER Fifty (50%) of all net monthly proceeds
after deduction of salary and royalty payments.
4. PURCHASER is to receive all operating books of account of SELLER and to
be responsible for the day to day administration of Xxxxxx and Co Inc, which
is to include all invoicing, accounts receivable processing and general day
to day management of books of record.
3. CONFIDENTIALITY.
--------------------
SELLER and Xxxxxx Xxxxx agrees to hold all information that SELLER and Xxxxxx
Xxxxx obtains as confidential for the purposes of this agreement. SELLER and
Xxxxxx Xxxxx agree not to use or disclose confidential information to any
person or entity, except as necessary under this Agreement. Nothing herein
above written shall prevent the parties from making any disclosure which is
required by law, government regulation, or rule, or which disclosure is ordered
or otherwise required by a court of competent jurisdiction through its subpoena
power or otherwise or by a state or federal regulatory or other governmental
agency.
4. WARRANTIES.
--------------
SELLER hereby represents and warrants to PURCHASER the following:
SELLER is a corporation duly incorporated, validly existing and in good
standing under the laws of the State Nevada.
The execution, delivery and performance of this Agreement is within SELLER's
powers and does not contravene any law or contractual restriction binding on or
affecting SELLER.
This Agreement is a legal, valid and binding obligation of SELLER enforceable
against SELLER in accordance with its respective terms.
SELLER has full right, title and ownership of the Product.
PURCHASER hereby represents and warrants to SELLER the following:
PURCHASER is a corporation duly incorporated, validly existing and in good
standing under the laws of the State Nevada.
The execution, delivery and performance by PURCHASER of this Agreement is within
PURCHASER's corporate powers, has been duly authorized by all necessary
corporate or stockholder action on its part, does not contravene restriction
binding on or affecting PURCHASER or any of its properties, and do not result
in or require the creation of any lien, security interest or other charge or
encumbrance upon or with respect to any of its properties.
This Agreement is a legal, valid and binding obligation of PURCHASER enforceable
against PURCHASER in accordance with its respective terms.
-4-
5. INTEGRATION.
---------------
This Agreement together with all exhibits amendments and supplements represents
the complete and entire Agreement between the parties hereto. This Agreement
either embodies or supersedes all prior, contemporaneous or subsequent oral
agreements, representations, understandings, and all written notations,
memoranda or correspondence of any party hereto, their agents, employees or
other related persons, related to the work contemplated in this Agreement.
6. CONSTRUCTION AND JURISDICTION.
---------------------------------
This Agreement shall be construed and enforced pursuant to the laws of the State
of California, USA. By affixing their signatures to this agreement, the parties
hereby submit themselves to the courts of the State of California, for the
judicial resolution of any disputes arising under the terms, interpretation or
performance of this agreement. If any one or more paragraphs in this Agreement
is found to be unenforceable or invalid, the parties agreement on all other
paragraphs shall remain valid. Non enforcement of any section of this Agreement
by either party does not constitute a waiver or consent and both parties
reserve the right to enforce this Agreement at their discretion.
7. ATTORNEY'S FEES.
-------------------
In the event either party is required to retain counsel to enforce the
provisions of this Agreement or to bring legal action to enforce the provisions
of this Agreement or remedy any breaches of this Agreement, the prevailing
party in such action shall be entitled to its costs and attorney's fees
incurred in such action or procedure, whether or not an action is ultimately
filed in a court of proper agreed jurisdiction.
WHEREFORE, the parties have affixed their signatures to this Agreement the date
first above stated. Furthermore, by signing this Agreement all signature
parties acknowledge they fully understand and agree to all the terms and
conditions of this Agreement.
PURCHASER SELLER
By : /s/ Xxxxxx X. Xxxxxxxx By : /s/ Xxxxxx Xxxxx
---------------------------- ---------------------
Xxxxxx X. Xxxxxxxx Xxxxxx Xxxxx
President/CEO President
Nutek Inc. Xxxxxx and Co, Inc
Date: 01/06/00 Date: 01/06/00
-5-
