Exhibit 2.3
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made this 27th day of January, 2003, by and between
U.S. MICROBICS, INC., a Colorado corporation ("BUGS") and USM CAPITAL
GROUP, INC., a Nevada corporation ("USM").
WHEREAS, on September 24, 2002, BUGS and USM executed that certain
Capital Stock Exchange Agreement with Commerce Development Corporation, Ltd., a
Maryland corporation ("CDC"), with respect to the exchange of common stock of
USM Financial Solutions, Inc., a Nevada corporation (the "USM Stock Exchange
Agreement"); and
WHEREAS, pursuant to the USM Stock Exchange Agreement, BUGS received
320,000 shares of the common stock of CDC, having a par value of $0.001 per
share (the "CDC Stock") and USM received 480,000 shares of the CDC Stock; and
WHEREAS, USM desires to sell 100,000 shares of the CDC Stock to BUGS as
hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing and the following
mutual covenants and agreements, BUGS and USM agree as follows:
1. Sale of the CDC Stock. Upon the terms and conditions set forth in this
Agreement, USM does hereby sell, assign, transfer, and convey to BUGS, free and
clear of all liens and encumbrances, all of its right, title, and interest in
and to 100,000 shares of the CDC Stock.
2. Consideration. Upon the terms and conditions set forth in this
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Agreement, BUGS has paid to USM the sum of $100 for the CDC Stock, the receipt
and sufficiency of which is hereby acknowledged by USM.
3. Multiple Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4. Law Governing. This Agreement shall be construed and governed by the
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laws of the State of California, and all obligations hereunder shall be deemed
performable in San Diego County, California.
5. Entire Agreement. This instrument contains the entire understanding
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of the parties and may not be changed orally, but only by an instrument in
writing signed by the party against whom enforcement of any waiver,
change, modification, extension, or discharge is sought.
IN WITNESS WHEREOF, this Agreement has been executed in multiple
counterparts on the date first written above.
U.S. MICROBICS, INC.
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
USM CAPITAL GROUP, INC.
By /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
