Exhibit 10(b)
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 acquire the Camelot Corporation
Preferred Shares, Series J from ADINA;
WHEREAS, ADINA wishes to sell the Series J;
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 1,345,295
Preferred Shares, Series X in FORSAM ("Series X") for the
Series J.
1.02 ADINA agrees to accept the Series X in exchange for
the Series J.
II. CLOSING
2.01 On the Closing Date set forth in paragraph 2.03
hereof, ADINA agrees to deliver the Series J properly
endorsed and transferable into the name of FORSAM;
2.02 On the Closing Date set forth in paragraph 2.03 hereof,
FORSAM agrees to deliver the Series X properly registered in
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.
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 has full and complete corporate authority to
create the Series X which will have the following rights:
1) non-voting;
2) non-yielding;
3) non-convertible;
4) a preference over the common shares of the Corporation
upon a liquidation or deemed liquidation of the Corporation.
(d)There are no liens, pledges, chattel mortgages, or other
encumbrances of any kind against the Series X;
(e)There are no undisclosed interests, present or future, in
the Series X, nor does FORSAM know of any assertion of such
an interest;
(f) There are no provisions of any contract, indenture, or
other instrument to which FORSAM is a party or to which the
Series X, are subject which would prevent, limit, or
condition the sale and transfer of the Series X to ADINA.
(g)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.
(h) FORSAM will file all required documents with the State of
Delaware upon execution of this agreement for the
establishment to the Series X;
V. ADINA 'S COVENANTS
5.01ADINA hereby covenants as follows:
(a)On the Closing Date, ADINA shall deliver to FORSAM the
stock certificates representing the Series J properly
endorsed to transfer the Series J into the name of 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
Series X properly registered 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 certificates for the
Series J with executed Stock Powers to transfer the Series J
into the name of 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.
(e) FORSAM will provide certificates in the name of ADINA
representing the Series X.
(f) FORSAM will file all required documents with the State of
Delaware to create the Series X.
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