EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
This is an agreement ("Agreement") between Xxxxxx Xxxxxxx ("Seller") and
XXXXX XXXXX ("Buyer") made this 26th day of August 2003.
WHEREAS:
A. Seller owns 173,775 shares (the "Shares") of XXXX Logic Inc. a
company incorporated under the laws of the state of Washington
State (the "Company"); and
B. Seller wishes to sell 173,775 Shares of the Company (the "Contract
Shares") to the Buyer.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchases and Sale of Contract Shares
(a) Seller hereby agrees to sell the Contract Shares to the Buyer
at a purchase price per share, which shall be $.0689 per
share for a total of $11,919.70 (the "Consideration") and
payable in full on the date of this Agreement.
(b) The closing of the transaction shall occur when this
Agreement is executed by Seller. On the closing and pursuant
to an Escrow Agreement dated August 26, 2003, Buyer shall
deliver through First American Stock Transfer Inc. the
Consideration to Seller.
(c) Pursuant to an Escrow Agreement dated August 20, 2003, Seller
shall deliver through First American Stock Transfer Inc. the
Contract Shares to the buyer free and clear of all liens,
claims or encumbrances.
3. Representations and Warranties
(a) As an inducement for Buyer to enter into this Agreement,
Seller represents and warrants that:
(i) Seller has the lawful power and authority to enter into
this Agreement;
(ii) Seller owns the Shares free and clear of all liens,
claims or encumbrances; and
(iii) Seller is not aware of any material adverse information
with respect to the Company.
(iv) Seller represents that such shares are free trading and
the Contract Shares, when transferred to the Seller, shall
not have any restriucitve legend.
(b) As an inducement for Seller to enter into this Agreement,
Buyer represents and warrants that Buyer has the lawful power
and authority to enter into this Agreement.
3. Binding Effect. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit or the
parties hereto, their heirs, legal representatives, successors and
permitted assigns. This Agreement may be signed by fax and in
counterpart.
4. Governing Law, This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, without giving
effect to the conflict of laws principles thereof.
In witness hereof the parties hereby affix their signatures.
SELLER BUYER
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