EXHIBIT 10(a)
STOCK PURCHASE AGREEMENT
AGREEMENT made this 28th day of April, 1998 by and
between ADINA, INC., located at 2415 Midway Road,
Suite 121, Carrollton, Texas 75006 hereinafter referred
to as "ADINA", and FORSAM VENTURE FUNDING, INC. located at
2415 Midway Road, Suite 121, Carrollton, Texas 75006,
hereinafter referred to as "FORSAM ".
WHEREAS, FORSAM wishes to tender its 11,700,000
common shares in Adina, Inc. ("Shares") to Adina in
exchange for notes receivables outstanding;
WHEREAS, ADINA wishes to reacquire the 11,700,000
common shares in Adina owned by Forsam;
NOW, THEREFORE, in consideration of the mutual covenants
and agreements, the said parties hereby agree as follows:
I. PURCHASE
1.1 FORSAM agrees to transfer to ADINA 11,700,000
Shares in exchange for notes receivables to Adina in the
amount of $115,000 ("Notes").
1.02 ADINA agrees to accept the Shares and transfer
Notes to Forsam.
II. CLOSING
2.01 On the Closing Date set forth in paragraph
2.03 hereof, ADINA agrees to deliver the original Notes
executed in favor of FORSAM.
2.02 On the Closing Date set forth in paragraph 2.03
hereof, FORSAM agrees to deliver 11,700,000 Shares duly
endorsed and executed so as to be transferable into the name
of ADINA;
2.03 Closing shall take place on April 28, 1998 at
the offices of ADINA or such other time and place as FORSAM
and ADINA may agree.
III. ADINA 'S REPRESENTATIONS
3.01ADINA hereby warrants and represents the
following facts, the truth and accuracy of which are
conditions precedent to the Closing:
(a)ADINA is not required by any provision of
federal, state, or local law to take any further action or
to seek any governmental approval of any nature prior to the
purchase by it of the Shares.
(b)ADINA will provide to the extent available all
necessary information to FORSAM to permit the due filing of
disclosure documents required of FORSAM.
(c)The representations, warranties, and covenants in
this Agreement, in the Exhibits to this Agreement, in
the documents and information presented from ADINA to
FORSAM do not contain and will not contain any untrue
statements of material facts that are necessary to the
statements contained in this Agreement, in the Exhibits and
in the documents and information furnished to FORSAM
which would render them misleading.
(d) ADINA will cancel the Shares so they are not
considered outstanding for any purpose.
(e) The notes are current and ADINA has no reason to
believe they are not collectible.
IV. FORSAM 'S REPRESENTATIONS
4.01FORSAM hereby warrants and represents the
following facts, the truth and accuracy of which are
conditions precedent to the Closing:
(a) FORSAM is not prevented by any federal, state, or
local law or by any provision of any contract, mortgage,
indenture, or other instrument from entering into this
Agreement.
(b)FORSAM will duly file all required disclosure
documents required by the Federal Securities Laws upon the
execution and consummation of this Agreement.
(c)FORSAM is the beneficial owner of at least
11,700,000 Shares and has full and complete legal and
equitable title thereto.
(f)There are no liens, pledges, chattel mortgages, or
other encumbrances of any kind against the Shares.
(g)There are no undisclosed interests, present or future,
in the Shares, nor does FORSAM know of any assertion of
such an interest.
(h)There are no provisions of any contract, indenture,
or other instrument to which FORSAM is a party or to which
the Shares, are subject which would prevent, limit, or
condition the sale and transfer of the Shares to ADINA.
(i)The representations, warranties, and covenants in
this Agreement, in the Exhibits to this Agreement,in
the documents and information presented from FORSAM to
ADINA do not contain and will not contain any untrue
statements of material facts that are necessary to the
statements contained in this Agreement, in the Exhibits and
in the documents and information furnished to ADINA
which would render them misleading.
V. ADINA 'S COVENANTS
5.01ADINA hereby covenants as follows:
(a)On the Closing Date, ADINA shall deliver to FORSAM the
original Notes endorsed over to FORSAM.
(b)From the date hereof, ADINA will not assign or grant
any interest or agree to assign or grant any interest in
this Agreement without the prior written consent of FORSAM .
VI. FORSAM 'S COVENANTS
6.01 (a)FORSAM will not assign or grant any interest
or agree to assign or grant any interest in this Agreement
or the Shares without the prior written consent of FORSAM .
(B) At Closing, FORSAM covenants that it will provide
the Shares properly endorsed and duly executed as
required to transfer the shares into the name of ADINA .
VII. CONDITIONS OF CLOSING
It is a condition to Closing that:
7.01 ADINA
(a) ADINA shall deliver to FORSAM the original
Notes endorsed to FORSAM.
(b) ADINA has obtained all required corporate approvals.
(c) ADINA will file all required documents pursuant to
the Federal Securities Law and obtained all required
approvals.
7.02FORSAM
(a)FORSAM shall deliver to ADINA a certificate dated as
of the Closing Date that all the representations of
FORSAM remain true and correct without change and that
FORSAM has complied with all covenants.
(b)FORSAM will file all required documents pursuant to
the Federal Securities Law and obtained all required
approvals.
(c)FORSAM has obtained all required corporate approvals.
(d)FORSAM shall deliver the Shares properly endorsed so as
to transfer them into the name of ADINA.
7.03ADINA and FORSAM will furnish to each other such
other documents and opinions as may be reasonably requested
by each of them to the other.
VIII. MISCELLANEOUS
8.01It is understood and agreed that both parties and
their representatives (including counsel and accountants)
shall keep confidential any information (unless
readily ascertainable from public or published information
or trade sources) obtained from either party concerning
the Agreement and this cancellation. In the event of the
termination of this Agreement, both parties and their
representatives shall promptly return to the other any
statements, documents, and other written information
obtained from the other party in connection therewith and
without retaining copies thereof.
8.02All representations and warranties by FORSAM, and
ADINA shall be true and correct as of the Closing Date,
shall survive the Closing Date, and shall bind FORSAM, and
ADINA and their heirs and assigns as to any breach
thereof not disclosed in writing or known to the parties
prior to the Closing Date.
8.03Notwithstanding anything to the contrary
herein contained, if prior approval of the transaction
contemplated by this Agreement is required from any
local, state, or federal governmental board,
commission, or other agency ("Approval"), then ADINA
and FORSAM hereby agree to use their best efforts to
obtain such Approval as expeditiously as possible, the
costs and expenses of which shall be borne by the party
whose primary responsibility it is under the law to obtain
such approval. It is the intent of the parties hereto
that if title to the Shares may not be transferred prior
to the granting of this Approval, then title to the
Shares shall not pass from ADINA to FORSAM until
approval has been obtained.
8.04No remedy conferred by any of the specific provisions
of this Agreement is intended to be exclusive of any
other remedy, and each remedy shall be cumulative and shall
be in addition to all other remedies given hereunder or
now or hereafter existing at law or in equity or by
statute or otherwise. The election of any one or more
remedies by FORSAM or ADINA shall not constitute a waiver
of the right to pursue other available remedies.
8.05In the event that any part of this Agreement is
determined by a court of competent jurisdiction to
be unenforceable, the balance of the Agreement shall remain
in full force and effect.
8.06This Agreement shall be interpreted and
construed according to the laws of the State of
Texas notwithstanding any conflicts of law principles.
8.07This Agreement may be executed in counterparts
which when taken together shall constitute one document.
IN WITNESS WHEREOF, this Agreement has been executed by
the parties as of the date first written above.
FORSAM VENTURE FUNDING, INC.
By:________________________
Daniel Wettreich, Chairman
ADINA, INC.
_____________________________
Daniel Wettreich,
President