EXHIBIT 10.4
SECOND AMENDMENT TO
STOCK PURCHASE AGREEMENT
BETWEEN FLEXXTECH CORPORATION (BUYER)
AND
W3M, INC. DBA PARADIGM CABLING SYSTEMS (PARADIGM),
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ CAPITAL
THAT CERTAIN Stock Purchase Agreement between Flexxtech Corporation, the buyer,
and the ▇▇▇▇▇▇▇, ▇▇▇, Inc. (dba Paradigm Cabling Systems), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
Ashford Capital, dated August 20, 2002, as amended by the Closing Certificate
dated September 13, 2002, as further delineated in that certain Flexxtech
Corporation Series A Convertible Preferred Stock Purchase Agreement dated August
20, 2002, and the Amendment to Closing Certificate dated October 1, 2002, is
hereby amended as follows:
1. The Closing Date shall be October 29, 2002.
2. On the Closing Date, Sellers will transfer shares of Paradigm,
free and clear of all liens, claims and encumbrances to Buyer,
and Seller will deliver into Buyer's hands, share certificates
for 160,000 Shares of the Common Stock of Paradigm,
(hereinafter the "Paradigm Shares) which shares will represent
80% of the outstanding capital stock of Paradigm.
3. Paradigm will continue to prepare audited statements for the
last two years.
4. On the Closing Date, or as soon thereafter as practical, the
following shares of new Series A Convertible Preferred Stock
of Flexxtech Corporation (hereinafter the "Series A
Preferred") shall be issued to the following persons, who
shall be deemed to have paid in full for said shares by their
transfer of the Paradigm Shares to Flexxtech at the Closing:
Name No. Of Shares of Series A Convertible Preferred
-----------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 71.25 shares
Ashford Capital 71.25 shares
------
Total shares 142.50
The parties understand that Flexxtech does not currently have
authorization in its Articles of Incorporation to issue said
Series A Preferred Shares. Flexxtech has agreed to use its
best efforts to obtain necessary approvals and expedite the
amendment of its Articles of Incorporation to provide for said
class of Series A Preferred Stock.
In the event Flexxtech has not created said class of Series A
Preferred Stock and issued the required Series A Preferred
shares and delivered the certificates evidencing said shares
to Seller by the close of business at 5 p.m. Pacific Standard
Time, on January 31, 2003, then in such event Seller's
entitlement to shares shall convert automatically and without
further action on their part, into a right to immediately
receive in lieu of said Series A Preferred Stock, that number
of shares of Flexxtech Common Stock to which such Sellers
would have been entitled had they been previously issued the
Series A Preferred Stock, and then elected on January 31, 2003
to have all of said Series A Preferred Stock converted into
Flexxtech's Common Stock, said common shares being deemed paid
for in full.
5. The parties agree that the shares of Paradigm so acquired by
this Agreement shall have an aggregate "Agreed" value between
them of $1,425,000, and that the shares of Paradigm stock in
the aggregate have a like "Agreed" value between them of
$1,425,000. The parties acknowledge that this is not
necessarily the book value for the Paradigm shares acquired,
which will appear on Flexxtech's books.
6. To the extent certain conditions to "Closing" set out in
Section 5 of the Series A Purchase Agreement have not been
satisfied by the Closing Date, the parties hereto hereby waive
said conditions to closing.
7. All other provisions to the Agreement, to the extent not
modified by this Amendment No. 2 shall remain in full force
and effect.
This Amendment No. 2 is accepted and agreed to as of the 25th day of October,
2002, by the parties signing below:
SELLING SHAREHOLDERS:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, AN INDIVIDUAL W3M, INC. (DBA PARADIGM CABLING
SYSTEMS)
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By ------------------------------- By ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Shareholder, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President,
an Individual Director and Shareholder
ASHFORD CAPITAL, LLC
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By -------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Manager
Shareholder and Manager
PURCHASER:
FLEXXTECH CORPORATION
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
By -------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, its President
