Exhibit 10.04
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
April 1, 2003 between Jehu Hand ("Purchaser") and Aradyme Corporation, formerly
known as Albion Aviation, Inc., a Delaware corporation ("Seller").
WHEREAS, the original business of Seller was the development and
operation of a charter airline operator through its wholly owned subsidiary
Xxxxxxxx Aviation ("Xxxxxxxx"); and
WHEREAS, on March 31,2003, the Seller acquired all of the capital stock
of Aradyme Development Corporation; and
WHEREAS, the Business now constitutes a minor portion of the operations
of the Seller, has never been profitable, and the Seller does not desire to
continue the Business; and
WHEREAS, the liabilities of the Business are approximately equal to the
value of the Business' assets on a liquidation basis.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Transfer of Assets. Subject to the terms and conditions
herein, Buyer purchases from Seller, effective for accounting and all other
purposes as of April 1, 2003, all of the capital stock of Xxxxxxxx being 100
shares at $.001 par value common stock. Seller is unable to locate the
certificate(s) evidencing the shares of Xxxxxxxx being conveyed pursuant hereto,
and therefore hereby grants, bargains, sells, conveys, transfers, assigns, sets
over and delivers unto Buyer, his successors and assigns all of Seller's right,
title, benefit, privileges and interest in and to such shares. Further, in the
event that Seller hereafter discovers the certificate(s) evidencing the shares
of Xxxxxxxx being conveyed pursuant hereto, Seller shall immediately deliver
such certificate(s) to Buyer without additional consideration.
Section 2. Assumption of Liabilities. Buyer hereby assumes all
liabilities related to the business conducted by Xxxxxxxx, contingent or
accrued, liquidated or unliquidated at and as of the effective date of this
Agreement, provided, however, that the liabilities related to the Seller's
status as a public company are not assumed by Buyer (such as continuing transfer
agent and similar corporate expenses), as such assets and liabilities are more
particularly set forth in the schedule contained on Exhibit A attached hereto
and incorporated herein by reference.
Section 3. Purchase Price. In consideration for the transfer of
Xxxxxxxx and the assumption of liabilities of the Business, Buyer hereby assumes
and agrees to timely pay the liabilities as set forth on Exhibit A.
Section 4. Miscellaneous.
4.1 From time to time, at the other party's request and without further
consideration, each of the parties will execute and deliver to the others such
documents and take such action as the other party may reasonably request in
order to consummate more effectively the transactions contemplated hereby.
4.2. Except as otherwise expressly provided herein, all the terms and
provisions of this Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the respective heirs, beneficiaries, personal and
legal representatives, successors and assigns of the parties hereto.
4.3. This Agreement, including the Exhibits and other documents and
writings referred to herein or delivered pursuant hereto, which form a part
hereof, contains the entire understanding of the parties with respect to its
subject matter. There are no restrictions, agreements, promises, warranties,
covenants or undertakings other than those expressly set forth herein or
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Agreement may be
amended only by a written instrument duly executed by the parties or their
respective successors or assigns.
4.4. This Agreement may be executed in several counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have cause this Agreement to be duly
executed by their authorized officers this August 15, 2003, effective as of the
date and year first above written.
ARADYME CORPORATION
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Jehu Hand
------------------------ ---------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
Exhibit A - March 31, 2003 Balance Sheet and Statement of Operations
