EXHIBIT 2
STOCK PURCHASE AGREEMENT
This is an agreement ("Agreement") between Xxxxx Xxxxxx ("Seller") and Xxxxxxx
Xxxxxxxxxx ("Buyer") made this 28th day of February 2004, subject to the
following terms and conditions hereof.
WHEREAS:
A. Seller owns 354,000 shares (the "Shares") of The Coffee Exchange, Inc., a
company incorporated under the laws of the state of Delaware (the
"Company"); and
B. Seller wishes to sell the Shares of the Company to the Buyer provided the
conditions herein below are satisfied.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchases and Sale of Shares
(a) Seller hereby agrees to sell the Shares to the Buyer for $10,000
(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 and the Buyer. On the closing, Buyer shall
deliver, or cause to be delivered, the Consideration to Seller.
(c) Seller shall deliver the Shares to the buyer free and clear of all
liens, claims or encumbrances.
2. 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; and
(ii) Seller owns the Shares free and clear of all liens, claims or
encumbrances.
(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.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without giving effect
to the conflict of laws principles thereof.
5. Representation by Counsel. Both Buyer and Seller have not been represented
by counsel.
In witness hereof the parties hereby affix their signatures.
SELLER BUYER
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx
