SHARE PURCHASE AGREEMENT
AGREEMENT made this 6th day of August 2002, by and between
Aquentium, Inc. , a Delaware corporation, (Herein called the "Purchaser') and
Al Tamasebi of Usa Public Auction, Inc.(Herein called the "Shareholders")
which Shareholders own all of the issued and outstanding shares of USA Public
Auction, Inc, a corporation duly incorporated in Nevada. (Herein called the
"Corporation")
RECITALS
Purchaser agrees to purchase, and Shareholders agree to sell, One Hundred
Percent (100%) of the issued and outstanding shares of the Corporation for the
sum of two hundred fifty thousand restricted shares (250,000) of common stock
of the Purchaser.
In consideration of the mutual promises, covenants, and representations
contained herein, and other valuable consideration (the receipt thereof is
acknowledged by the SHAREHOLDERS) the parties agree as follows:
1. SALE AND EXCHANGE OF SECURITIES
a. The Shareholders hereby sell and transfer to the Purchaser One
Hundred Percent (100%) of the total common shares of the Corporation, as
indicated by the Register of the Corporation.
b. The Purchaser agrees to issue the sum of two hundred fifty
thousand shares (250,000) of common stock of the Purchaser to the Shareholders
in exchange for shares of the Corporation. Shares are restricted for a period
of two years from the date of this agreement and purchaser agree to cause and
remove this restriction at the end of the period. Shareholders and
Corporation agree to grant Purchaser the first right of refusal to buy back
shares at time that Shareholders desire to sell at the current market price
calculated at the bid price.
c. It is understood that the Corporation will initially be a wholly
owned subsidiary of the Purchaser.
2. REPRESENTATIONS AND WARRANTIES OF CORPORATION. It is a condition
hereof, and the Shareholders do jointly and severally acknowledge that the
Purchaser is relying upon the following representations and warranties in
connection with the purchase of the shares herein provided for. The
Shareholders and the Corporation represent and warrant to Purchaser the
following:
a. The Corporation is a valid and open joint stock Corporation,
duly incorporated in Nevada with common stock, which is fully paid and
non-assessable;
b. The Shareholders have the right to dispose of and to deal with
the said shares and receive the consideration thereof and to enter into this
Agreement;
c. The Shareholders own or control the common shares of the
Corporation, representing the majority of the shares of the Corporation; and
have full right to assign and/or transfer the shares;
d. The financial status of the Corporation is shown in the
consolidated Balance Sheet and related Financial Statements of the Corporation
as attached as Schedule 1 as submitted and accepted by the Purchaser prior to
the execution hereof; and there is, as of May 30, 2002, no material adverse
change in the financial condition of the Corporation from the disclosed in
Schedule 1;
e. Attached hereto as Schedule II is a list of all the current and
fixed assets of the Corporation as of May 30, 2002 and every one of the
assets are in the actual possession of the Corporation;
f. Attached hereto as Schedule III is a list of all the liabilities
of the Corporation as at July 31, 2002 and the Corporation has no other
liabilities or obligations, present or contingent;
g. All the required Federal, Local and other returns and reports
have been duly filed. All filing fees, income taxes, Federal and local,
payable by the Corporations have been fully assessed for all years up to and
including the fiscal year ended 2001 and as so assessed have been paid. And
the Corporation has paid all Income taxes federal and local, as estimated by
it for the fiscal year ended 2001;
h. The Corporation is in good standing under the laws of Nevada;
i. The Corporation is not in arrears in the remittance of employees'
tax payments and health benefits, and has complied with the laws and
regulations relating thereto;
j. There are no judgments or executions outstanding against the
Corporation, and the Corporation has not guaranteed to give security for any
debt or obligation of any other person, firm or corporation;
k. The Corporation is not at the present time, party to any action,
suit or other legal proceedings, actual, or threatened, and there are no
circumstances, matter or thing known to the Shareholders, or any of them which
might give rise to any such actions, suit or other legal proceedings and there
are no actions, suits or proceedings pending or threatened against the
Corporation before or by any Federal, Provincial or other Government
department;
l. There are no outstanding agreements, options, warranties or other
rights pursuant to which the Corporation are or might be obligated to issue
any of their shares;
m. The word "Corporation" herein includes any subsidiaries;
n. The representations, warranties and conditions herein contained
are true as of the date hereof and will be true on the date of closing and
shall survive the closing of this transaction.
2. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents
and warrants to Shareholders and Corporation the following:
a. Purchaser is a corporation duly organized, validly existing, and
in good standing under the laws of Delaware, and has all necessary corporate
powers to own properties and carry on a business, and is duly qualified to do
business and is in good standing in Delaware. All actions taken by the
directors and shareholders of Purchaser have been valid in accordance with the
laws of the State of Delaware.
b. The authorized capital stock of Purchaser consists of 100,000,000
shares of common stock, $ .005 par value, of which 5,150,000 are issued and
outstanding. All outstanding shares are fully paid and non assessable, free
of liens, encumbrances, options, restrictions and legal or equitable rights of
others not a party to this Agreement. All of the shareholders of Purchaser
have valid title to such shares and acquired their shares in a lawful
transaction and in accordance with the laws of Delaware.
c. Purchaser has the right, power, and authority to enter into and
perform its obligations under this Agreement.
d. Purchaser has compiled with, and is not in violation of any
federal, state, or local statute, law, and/or regulation pertaining to
Purchaser. Purchaser has compiled with all federal and state securities laws
in connection with the issuance, sale and distribution of securities.
e. Purchaser is not (and has not been) a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best of the knowledge of the Purchaser,
there is no basis for any such action or proceeding and no such action or
proceeding is threatened against Purchaser and Purchaser is not subject to or
in default with respect to any order, writ, injunction, or decree of any
federal, state, local, or foreign court, department, agency, or
instrumentality.
f. Purchaser will not enter into any new contracts or agreements
from the time of this Agreement and the closing except in the regular course
of business.
3. CLOSING
a. At the time of closing (subject to all other terms and conditions
being compiled with) the following shall be delivered from the Shareholders
and the Corporation to the Purchaser;
i. A certificate representing one hundred percent (100%) of the
issued and outstanding stock of USA Public Auction, Inc.
ii. Records and papers relative to the Corporation's business
and affairs.
b. At the time of closing (subject to all other terms and conditions
being compiled with) the following shall be delivered by the Shareholders and
the Corporation to the Purchaser:
i. Articles of Incorporation, and Bylaws;
ii. Board of Director Minutes authorizing the Purchaser's
acquisition of the Corporation;
iii. Xxx-Xxxxxxx-Xxxxxxx.xxx, XxxxXxxxxxxXxxx.xxx, and
XxxxXxxxxxxxx.xxx, Xxxxxxx.xxx, Domain names.
4. REMEDIES
a. Any controversy or claim arising out of, or relating to, this
Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in Riverside County, California in accordance with the
Commercial Rules of American Arbitration Association then existing. The
arbitrator assigned shall have authority and power to decide all arbitratable
issues. Judgment on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy. The prevailing party
in such claim or controversy shall be entitled to recover all costs and
expenses of such claim or controversy, including attorneys fees from the
non-prevailing party.
b. If any deficiency, loss or loss of possession is discovered in
the assets of the Corporation (not the estimated value of goodwill) as listed
in Schedule II, or if any debt or obligation is demanded from the Corporation,
which is not listed in Schedule III, the Shareholders shall jointly and
severally agree to pay to the Purchaser on behalf of the Corporation the value
of any deficiency in the assets or the amount of such liabilities. The
Shareholders shall make the payments forthwith, on demand, providing such
demand is made in writing not later than ninety days. Failing such payment on
demand, the Shareholders hereby authorize the Corporation (in addition to any
other remedy open to the Purchaser) to deduct the same from their future
salaries.
c. In the event Purchaser implements a reverse split within the next
Twelve months, then Purchaser shall issue restricted shares To shareholder
multiply by the number of reverse
5. MISCELLANEOUS
a. This Agreement contains the entire contract between the parties
hereto and no party shall be bound by any warranty, condition or term other
than as expressly stated herein.
b. The Shareholders and the Purchaser do jointly agree to sign and
deliver any further assurances required to more fully carry out the intent of
this Agreement. Shareholders and Corporation agree not to compete with
similar software programming or program that Purchaser is acquiring for a
period of three years.
c. The Corporation acknowledges and confirms this agreement.
d. This Agreement shall be construed and enforced under the Laws of
the State of Delaware.
e. Time is of the essence of this Agreement and of each and every
provision hereof.
f. This Agreement shall ensure to the benefit of and be binding upon
the respective parties hereto and respective heirs, executors, administrators,
successors and assigns.
g. Purchaser agree to give back the USA Public auction, Inc. and the
Domain names to Shareholder in the event of filing bankruptcy.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first written above.
PURCHASER: SHAREHOLDERS, CORPORATION:
/s/ Xxxx Xxxxxxx /s/ Al Tamasebi
__________________ ________________________
By: Xxxx Xxxxxxx By: Al Tamasebi
President and CEO President
Aquentium, Inc. USA Public Auction, Inc.
8/6/02
