Exhibit 10.23
XXXX-Xxxxx.xxx, Inc.
June 13, 2000
Colvil Investments, LLC
c/o Xxxxxxx Xxxxxxxx
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, X.X. 00000
E-mail to Xxxx@xxxxxxxxxxxx.xxx
CC E-mail to xxxxxx@xxxxxxx.xxx
Stock Purchase Agreement
Gentlemen:
The following sets forth the terms and conditions of your purchase of common
stock, $0.001 par value per share (the "Common Stock"), and options to purchase
additional Common Stock of Xxxx-Xxxxx.xxx, Inc. (the "Company") at the prices
and amounts shown, and on the additional terms set forth below. The purchaser is
referred to as "Colvil".
1. Purchases. a) Colvil agrees to purchase 400,000 shares of Common Stock,
and an option to acquire 200,000 additional shares of Common Stock at an
exercise price of $.50 per share, exercisable for five years ( the "Colvil
Option "), for a total purchase price of $100,000.
b) The terms and provisions of the Colvil Option are set forth in exhibit
A., which are similar to those in prior purchase agreements with major
shareholders. There are no exhibits B or C to this Agreement.
2. Closing. The purchase and sale above described shall be paid for on or
before June 20, 2000 and shall thereupon be deemed closed. The
certificates for said purchase and the Colvil Option shall be delivered as
soon thereafter as practicable, concurrently with those deliverable to
other major stockholders in connection with their recent purchases as of
June 8, 2000, which were made on similar terms to that of Colvil.
3. Representations and Warranties of the Company. The representations and
warranties of the Company shall survive for twelve months following the
date hereof. In consideration of the purchase and sale described above,
and the additional terms hereof, the Company represents and warrants to
its knowledge the several items set forth in prior purchase agreements
with major shareholders, as set forth in Exhibit D annexed hereto.
4. Representations and Warranties of Purchaser. In consideration of the
purchase and sale described above, and the remaining terms hereof, Colvil
has executed and delivered to the Company an Investor's Representation
Letter in the form attached hereto as Exhibit E, pursuant to which it
makes certain representations and warranties to the Company as of the date
hereof. Colvil is further aware of the recent downward trading patterns of
the Common Stock, its general lack of trading volume, and its trading
price below $.25 per share since June 7, 2000.
5. General Terms. Annexed hereto as Exhibit F are general contractual terms
as set forth in said prior purchase agreements, and deemed incorporated in
this Agreement.
If the foregoing accurately reflects our agreement, please so indicate in
the appropriate space below.
XXXX-XXXXX.XXX, INC. Colvil Investments, LLC
By /s/ Xxxxxxxx X. Xxxxxx By /s/ Xxxxxxx Xxxxxxxx
-------------------------------- -------------------------------------
Xxxxxxxx X. Xxxxxx, Xxxxxxx Xxxxxxxx
Chairman/CEO
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, X.X. 00000
Tel. 000-000-0000 Fax. 000-000-0000
