1 (Exhibit 7.1)
STOCK PURCHASE AGREEMENT
WITH PROMISSORY NOTE
This STOCK PURCHASE AGREEMENT WITH PROMISSORY NOTE (hereinafter
referred to as the "Agreement") is entered into as of this 22nd day of March,
2002, by and between InterNatural Pharmaceuticals, Inc., a Nevada corporation
(the "Buyer" or "Investor"); Coslabs, Ltd., H. Bana Ltd., and Overland Food
Co. (collectively the "Seller" or "Majority Shareholders Group") who are
owners of shares of common stock of Neurochemical Research Corp., a Tennessee
corporation (the "Company').
WITNESSETH:
WHEREAS, Neurochemical Research Corp. is a Tennessee corporation with
authorized capital stock of 100,000,000 shares of common stock at $0.001 par
value.
WHEREAS, Seller owns 7,390,000 shares of common stock of Company
(hereinafter referred to as "Shares"), broken down as follows:
Coslabs, Ltd. (4,140,000 common shares)
H. Bana Ltd. (2,000,000 common shares)
Overland Food Co. (1,250,000 common shares)
WHEREAS, Buyer desires to purchase the Shares from Seller, being 73.44%
of the total issued and outstanding shares of common stock of COMPANY.
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the
Shares pursuant to this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants, promises, representations and warranties contained herein, the
parties hereto agree, as follows:
ARTICLE I
PURCHASE
1.1 Purchase of Stock by Buyer. Buyer will purchase from Majority
Shareholder Group 7,390,000 shares of the Company's common stock,
or approximately 73.44% of the 10,062,234 total issued and
outstanding shares of common stock of the Company (the "Shares")
for a total consideration of $225,000.00, or $ 0.0304465 per
share ("Purchase Price").
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2 (Exhibit 7.1)
ARTICLE II
CONSIDERATION
2.1 Purchase Price and Stock Ownership. At the Closing Date (as
defined in Article VII hereof), in accordance with the provisions
of this Agreement and applicable law, Seller agrees to sell to
Buyer 7,390,000 shares of common stock of COMPANY (the "Shares"),
which shall be approximately 73.44% of the 10,062,234 total
issued and outstanding shares of common stock of the Company. In
consideration for the Shares, Buyer will pay the amount of
$225,000 ($ 0.0304465 per share) ("Cash Consideration") and issue
to Majority Shareholder Group, pro rata, 2,000,000 shares of post
5:1 forward split unissued common stock of Buyer ("Stock
Consideration"). The Cash Consideration as set forth herein and
all amounts payable hereunder shall be in United States currency.
2.3 The Majority Shareholders Group shall cause the Board of
Directors of the Company to approve a Stock Exchange Agreement
between the Company and Buyer wherein 2,000,000 post 5:1 forward
split shares of unissued common stock of Buyer will be exchanged
with 2,000,000 post 1:6 reverse split shares of unissued common
stock of Company. Such stock exchange shall take place after
effectivity of the purchase by Buyer of the Shares from the
Majority Shareholder group.
2.4 First Payment. The Purchase Price shall be paid in 12 equal
monthly installment payments of $18,750.00 ("Installment
Payment"). The first payment of $18,750.00 shall be due on
closing of this Agreement. Majority Shareholders Group will
advise Buyer of wire transfer instructions.
2.5 Delivery. At Closing, Seller shall deliver stock certificates
representing the Shares free and clear from all claims and
encumbrances, endorsed and accompanied by duly executed stock
powers and with signatures guaranteed by a commercial bank, and
shall deliver the said stock certificates to Buyer.
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3 (Exhibit 7.1)
2.6 Promissory Note. At Closing, Buyer agrees to be bound on
substantially the following terms and such other terms as shall
be commercially reasonable: For value received, and intending to
be legally bound hereby, Buyer promises to pay to the order to
Seller, or Seller's successors or assigns, in lawful money of the
United States of America, the balance in the sum of $206,250.00
("Principal"), without interest, payable in Principal only, in
eleven (11) consecutive installments beginning on April 30, 2002,
and ending on February 28, 2003 (the "Maturity Date") unless this
Agreement is properly terminated as provided herein. No interest
or penalty shall apply to any proper termination of payments by
Buyer pursuant to Section 2.7 hereunder.
2.7 Default in Payment. The failure of Buyer to make any Installment
Payment when due shall constitute a breach of this Agreement.
Majority Shareholders Group shall provide Buyer with written
notice of such breach (the "Notice"). In such event, the
Agreement shall automatically terminate and the number of Shares
owned by Buyer shall be automatically reduced to a number equal
to the total Payment(s) received by Majority Shareholders Group
from Buyer, divided by $ 0.0304465 price per Share. The unpaid
shares shall be returned to the Majority Shareholders Group on a
pro rata basis. Thereupon, the promissory note shall be canceled
and this Agreement shall be null and void except that the
warranties and representations set forth herein shall continue to
apply with respect to the Shares purchased and paid for by Buyer.
Moreover, in the event of default by Buyer, the certificate
representing the 2,000,000 post 5:1 forward split shares of
unissued common stock of Buyer shall be returned to Buyer by
Company for cancellation by Buyer. Similarly, the certificate
representing the 2,000,000 post 1:6 reverse split shares of
unissued common stock of Company shall be returned to Company by
Buyer for cancellation by Company.
2.8 Due Diligence Audit. At any time, Buyer has the option of
appointing an independent third party auditor to conduct a due
diligence audit of COMPANY, or to conduct its own due diligence
review of COMPANY. Buyer shall bear the cost of such due
diligence audit or review. COMPANY agrees to fully cooperate in
such due diligence audit or review.
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4 (Exhibit 7.1)
2.9 No Dilution. No new stock, stock options or grants diluting the
equity stake of Buyer in COMPANY will be issued without the
written prior consent of Buyer.
2.10 Preemptive Right. Seller will cause the Company to grant in its
by-laws a preemptive right for shareholders to maintain their
percentage equity interest in the Company by purchasing their pro
rata share of any future securities issued by the Company on the
same terms at which they are offered to other parties.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY
Seller and Company represent and warrant to Buyer as follows:
3.1 Ownership of Stock. Seller is the lawful owner of the Shares,
which shall be free and clear of all liens, encumbrances,
restrictions and claims of every kind and character. The delivery
to Buyer of Seller's Shares pursuant to the provisions of this
Agreement will transfer to Buyer valid title thereto, free and
clear of any and all encumbrances.
3.2 Authorization and Validity of Agreement. Seller has full power and
authority (corporate or otherwise) to execute and deliver this
Agreement, to perform his obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly
executed by Seller and is a valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms. At
Closing, Seller shall deliver a resolution by its Board of
Directors approving and authorizing the execution of this
Agreement, as well as any necessary consent by existing
shareholders.
3.3 Consents and Approvals; No Violations. The execution and delivery
of this Agreement by Seller and the consummation by Seller of the
sale of such Seller shares as contemplated herein (a) will not
violate the provisions of the Articles of Incorporation and By-laws
of COMPANY, (b) will not violate any statute, rule, regulation,
order or decree of any public body or authority by which such
Seller, the Company or any subsidiary is bound or by which any of
their respective properties or assets are bound, (c) will not
require any filing by any Seller with, or permit, consent or
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5 (Exhibit 7.1)
approval of, or the giving of any notice to, any United States
governmental or regulatory body, agency or authority on or prior to
the Closing Date, and (d) will not result in a violation or breach
of, conflict with, constitute (with or without due notice or lapse
of time or both) a default (or give rise to any right of
termination, cancellation, payment or acceleration) under, or
result in the creation of any encumbrance upon any of the
properties or assets of such Seller, the Company or any Subsidiary
under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, franchise, permit, agreement,
lease, franchise agreement or any other instrument or obligation to
which Seller, the Company or any Subsidiary is a party, or by which
they or any of their respective properties or assets may be bound.
3.4 Organization. COMPANY is a corporation duly incorporated, validly
existing and, at the Closing, in good standing under the laws of
the Tennessee, and has corporate power and authority to own and
lease its properties and to carry on business as now being
conducted.
3.5 Capitalization. COMPANY shall have 10,062,234 common shares with
$0.001 par value that are issued and outstanding. There are no
outstanding options, warrants, rights, commitments or agreements of
any kind relating to the issuance of any shares of common stock or
other equity or convertible security of COMPANY to any person.
3.6 Financial Statements. COMPANY has furnished to Buyer financial
statements as of December 31, 2001. All of said financial
statements, (i) are in accordance with COMPANY's books and records,
(ii) present fairly and accurately, subject to year end audit
adjustments with respect to the unaudited financial statements, the
financial position of COMPANY as of dates, and its results of
operations and changes in financial position for the respective
periods indicated, (iii) with respect to the audited financial
statements, have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis, and
(iv) consistent with prior business practice, contain, in the
opinion of management of COMPANY, adequate reserves for all known
or contingent liabilities, losses and refunds with respect to
services or products already rendered and sold.
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6 (Exhibit 7.1)
3.7 Changes in Financial Condition. From the date of the Financial
Statements to the Closing Date, there has been no material adverse
change in the properties, assets, liabilities, financial condition,
business, operations, affairs or prospects of COMPANY from that set
forth or reflected in the Financial Statements, other than changes
in the ordinary course of business, none of which have been, either
in any case or in the aggregate, materially adverse.
3.8 Effect of Agreement. The execution and delivery of this Agreement
and the consummation of the transactions herein contemplated, (i)
will not conflict with, or result in a breach of the terms of, or
constitute any default under, or violation of, any law or
regulation of any governmental authority, or the Articles of
Incorporation or By-Laws of COMPANY, or any material agreement or
instrument to which COMPANY is a party or by which it is bound or
is subject; (ii) nor will it give to others any interest or rights,
including rights of termination, acceleration or cancellation, in
or with respect to any of the properties, assets, agreements,
leases, or business of COMPANY.
3.9 Minutes Book. The records of meetings and other corporate actions
of COMPANY (including any committees of the Board), which are
contained in the Minute Books of COMPANY contain complete and
accurate records of the matters reflected in such minutes.
3.10 Litigation Claims. COMPANY is not a party to, and there are not
any claims, actions, suits, investigations or proceedings pending
or threatened against COMPANY or its business, at law or in equity,
or before or any governmental department, commission, board,
bureau, agency, or instrumentality, domestic or foreign, which if
determined adversely would have a material effect on the business
or financial condition of COMPANY or the ability of COMPANY to
carry on its business. The consummation of the transactions herein
contemplated will not conflict with or result in the breach or
violation of any judgment, order, writ, injunction or decree of any
court or governmental department, commission, board, bureau,
agency, or instrumentality, domestic or foreign.
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7 (Exhibit 7.1)
3.11 Taxes and Reports. Except as to taxes properly contested by
COMPANY, at the Closing Date, COMPANY (i) will have filed all tax
returns required to be filed by any jurisdiction, domestic or
foreign, to which it is or has been subject, (ii) has either paid
in full taxes due and taxes claimed to be due by each jurisdiction,
and any interest and penalties with respect thereto, and (iii) has
adequately reflected as liabilities on its books, all taxes that
have accrued for any period to and including the Closing Date.
3.12 Compliance with Laws and Regulations. COMPANY has complied with,
and is not in violation of any federal, state, local or foreign
statute, law, rule or regulation, violation of which could
reasonably be expected to have a material adverse effect upon the
conduct of COMPANY's businesses.
3.13 Finders. COMPANY is not obligated, absolutely and contingently, to
any person for financial advice, a finder's fee, brokerage
commission, or other similar payment in connection with the
transactions contemplated by this Agreement.
3.14 Nature of Representations. Seller and COMPANY have taken
reasonable care to ensure that all disclosures and facts stated
herein are true and accurate, and that there are no other material
facts, the omission of which would make misleading any statement
herein. Further, to the best of COMPANY's knowledge, no
representation, warranty, or agreement made by COMPANY in this
Agreement or any of the Schedules or any other Exhibits hereto and
no statement made in the Schedules or any other Exhibits hereto,
list, certificate or schedule or other instrument or disclosure
furnished by them in connection with the transactions herein
contemplated contain, or will contain, any untrue statement of a
material fact necessary to make any statement, representation,
warranty or agreement not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to COMPANY as follows:
4.1 Organization. Buyer is a corporation duly incorporated, validly
existing and, at the Closing, in good standing under the laws of
Nevada and has corporate power and authority to own and lease its
properties and to carry on business as now being conducted.
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8 (Exhibit 7.1)
4.2 Authorization. Buyer has the power to enter into this Agreement,
and this Agreement, when duly executed and delivered, will
constitute the valid and binding obligation of Buyer. Other than
approval by the Board of Directors, no proceedings are necessary to
authorize this Agreement or the transactions completed hereby. This
Agreement constitutes the legal, valid and binding obligation of
Buyer enforceable in accordance with its terms. At Closing, Buyer
shall deliver a resolution by its Board of Directors approving and
authorizing the execution by Buyer of this Agreement, as well as
any necessary consent by existing shareholders.
4.3 Effect of Agreement. The execution and delivery by Buyer of this
Agreement and the consummation of the transactions herein
contemplated, (i) will not conflict with, or result in a breach of
the terms of, or constitute any default under, or violation of, any
law or regulation of any governmental authority, or the Articles of
Incorporation or By-Laws of Buyer, or any material agreement or
instrument to which Buyer is a party or by which it is bound or is
subject; (ii) nor will it give to others any interest or rights,
including rights of termination, acceleration or cancellation, in
or with respect to any of the properties, assets, agreements,
leases, or business of Buyer.
4.4 Litigation Claims. Buyer is not a party to, and there are not any
claims, actions, suits, investigations or proceedings pending or
threatened against Buyer or its business, at law or in equity, or
before or any governmental department, commission, board, bureau,
agency, or instrumentality, domestic or foreign, which if
determined adversely would have a material effect on the business
or financial condition of Buyer or the ability of Buyer to carry on
its business. The consummation of the transactions herein
contemplated will not conflict with or result in the breach or
violation of any judgment, order, writ, injunction or decree of any
court or governmental department, commission, board, bureau,
agency, or instrumentality, domestic or foreign.
4.5 Compliance with Laws and Regulations. To the best of Buyer's
knowledge, Buyer has complied with, and is not in violation of any
federal, state, local or foreign statute, law, rule or regulation,
violation of which could reasonably be expected to have a material
adverse effect upon the conduct of Buyer's businesses.
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9 (Exhibit 7.1)
ARTICLE V
CONDUCT OF BUSINESS
COMPANY covenants that after the Closing:
5.1 Ordinary Course of Business. The Company's business will be
conducted only in the ordinary course.
5.2 No Changes. No material change will be made in the Company's
Certificate of Incorporation or By-Laws, except as may be first
approved in writing by Buyer. No change will be made in the
Company's authorized or issued shares without the prior written
consent of Buyer.
5.3 No Dividends. No dividend or other distribution or payment will
be declared or made in respect to the Company's corporate shares
except as may be approved in writing by Buyer.
5.4 Compensation and Contracts. No increase will be made in the
compensation payable or to become payable by the Company to any
officer, nor will any bonus payment or arrangement or other
benefit be paid by the Company to or with any officer other than
as detailed in the COMPANY Business Plan unless first approved by
the Board of Directors.
5.5 Preservation. COMPANY will use its best efforts to preserve its
business organization intact; to keep available to COMPANY the
services of its present officers and employees; and to preserve
for COMPANY the goodwill of its suppliers, customers, and others
having business relations with it.
5.6 Other. All debts will be paid as they become due, no contract
right of the Company will be waived, no uninsured material
physical damage or loss will occur to the assets or business of
the Company, and no material obligation except current
liabilities under contracts entered into in the ordinary course
of business will be incurred, except as may be first approved in
writing by the Board of Directors.
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10 (Exhibit 7.1)
5.7 Directors. On or before March 15, 2001, the Board of Directors
of COMPANY shall execute a board resolution fixing the number of
directors to five (5). Buyer shall appoint 2 of the five board
members, and the board of directors of COMPANY shall execute a
board resolution filling the two of the board seats with Buyer's
appointees after such board seats have become vacant because of
the resignation of three board members. The fifth vacant board
seat shall be filled by a person jointly appointed by Buyer and
Seller. At all meetings of the Board of Directors, each director
present shall have one vote. Action approved by a majority of
the votes of the Directors present at any meeting of the Board at
which a quorum is present shall be the act of the Board of
Directors.
Article VI
ACCESS TO INFORMATION
6.1 Access to Information. COMPANY shall afford representatives of
Buyer reasonable access to officers, personnel and professional
representatives of COMPANY and to the financial, contractual and
corporate records of COMPANY as shall be reasonably necessary for
Buyer's investigations and appraisal of COMPANY.
6.2 Effect of Investigations. Any such investigation by Buyer of
COMPANY shall not affect any of the representations and warranties
herein and shall not be conducted in such manner as to interfere
unreasonably with the operation of the business of COMPANY.
Article VII
CONDITIONS TO OBLIGATIONS OF BUYER
The obligations of Buyer under this Agreement are, at the option of
Buyer, subject to the satisfaction, at and prior to the Closing Date, of the
following conditions:
7.1 Fulfillment of Covenants. All the terms, covenants and conditions
of this Agreement to be complied with and performed by Seller and
COMPANY at or before the Closing Date shall have been duly complied
with and performed.
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11 (Exhibit 7.1)
7.2 Accuracy of Representations and Warranties: Other Documents. All
of the representations and warranties made by Seller and COMPANY to
this Agreement shall be true as of the Closing Date.
7.3 No Litigation. There shall be no action, proceeding, investigation
or pending or actual litigation the purpose of which is to enjoin or
may be to enjoin the transactions contemplated by this Agreement or
which would have the effect, if successful, of imposing a material
liability upon COMPANY, or any of the officers or directors thereof,
because of the consummation of the transactions contemplated by this
Agreement.
Article VIII
CLOSING
8.1 Closing Date. The consummation of the exchange shall take place on
March 27, 2002, at 1900 Avenue of the Stars, Suite 1635, Los
Angeles, California 90067, or such other time or place as shall be
mutually agreed upon by the parties to this Agreement.
8.2 Actions to be Taken by Parties on the Closing Date. On the Closing
Date, each party shall deliver to the other all documents or
agreements provided herein to be delivered on the Closing Date.
8.3 Other. Between the date hereof and the Closing Date, COMPANY will
take no actions, other than in the ordinary course of its business
and those reasonably required to consummate a closing, without the
prior written consent of Buyer.
Article IX
INDEMNIFICATION AND ARBITRATION
9.1 Indemnification. For a period of one year after the last scheduled
Installment Payment date in accordance with Section 2.4 herein, each
of the parties agree to indemnify and hold harmless the other
against any and all damages, claims, losses, expenses, obligations
and liabilities (including reasonable attorney's fees) resulting
from or related to any breach of, or failure by each of the parties
to perform any of their representations, warranties, covenants,
conditions or agreements in this Agreement or in any schedule,
certificate, exhibit or other document furnished, or to be furnished
under this Agreement. This indemnification agreement shall be in
addition to any other remedy a party may have against the other
party at law or in equity, including damages for breach of contract
or otherwise.
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12 (Exhibit 7.1)
9.2 Claims to Indemnification. Any claim for indemnification pursuant
to this Agreement, unless otherwise received by means of direct
negotiation among the parties upon reasonable oral notification by
the party seeking indemnification to all other parties, shall be
made in writing in respect to the nature and amount of the claim to
the other.
9.3 Arbitration. In the event of any differences, claims or disputed
matters between the parties hereto arising out of this Agreement or
connected herewith, the parties agree to submit such matters to
arbitration by the American Arbitration Association or its successor
in Los Angeles, California. Either party can invoke arbitration
upon ten days' written notice to the other party. The determination
of the arbitrator shall be final and absolute. The arbitrator shall
be governed by the duly promulgated rules and regulations of the
American Arbitration Association or its successor, and the pertinent
provisions of the laws of the State of California, relating to
arbitration. The decision of the arbitrator may be entered in a
judgment in any court of the State of California or elsewhere. The
arbitrator shall have no power to award consequential, exemplary or
punitive damages.
Article X
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
10.1 Covenants. All statements contained in the Schedules, any Exhibit
or other instrument delivered by or on behalf of the parties hereto
or in connection with the transactions contemplated by this
Agreement, shall be deemed to be representations made by or on
behalf of the parties to this Agreement, and all representations,
warranties and agreements made by the parties to this Agreement or
pursuant hereto shall survive for a period of one year after the
last scheduled Installment Payment date in accordance with Section
2.4 herein.
Article XI
GENERAL
11.1 Partial Invalidity. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to
any extent, be invalid or unenforceable, the remainder of this
Agreement or the application of such term or provision to persons
or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby, and each such term
and provision of this Agreement shall be valid and be enforced to
the fullest extent permitted by law.
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13 (Exhibit 7.1)
11.2 Waiver. No waiver of any breach of any covenant or provision
herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or provision
herein contained. No extension of time for performance of any
obligation or act shall be deemed an extension of the time for
performance of any other obligation or act.
11.3 Notices. All notices or other communications required or permitted
hereunder shall be in writing, and shall be deemed to have been
received upon the earlier of personal delivery by courier,
facsimile or other receipted delivery, or two business days after
deposit in the United States mails by registered or certified mail,
postage prepaid, return receipt requested, and addressed to the
intended recipient as follows:
If to Buyer
To: 4201 Wilshire Blvd., Suite 525
Los Angeles, CA 90010
If to Seller
To: Attention: Mr. Dan Tennant
3485 Sacramento Drive, #F
San Luis Obispo, CA 93401
If to COMPANY
To: Attention: Mr. Dan Tennant
3485 Sacramento Drive, #F
San Luis Obispo, CA 93401
Notice of change of address shall be given by written notice in the
manner detailed in this subsection 11.3. Both parties shall
maintain mailing addresses within the United States of America.
11.4 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the permitted successors and assigns
of the parties hereto.
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14 (Exhibit 7.1)
11.5 Professional Fees. In the event of the bringing of any action or
suit by a party hereto against another party hereunder by reason of
any breach of any of the covenants, agreements or provisions on the
part of the other party arising out of this Agreement, then in that
event the prevailing party shall be entitled to have and recover
from the other party all costs and expenses of the action or suit,
including reasonable attorney's fees, accounting fees, and other
professional fees resulting therefrom.
11.6 Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to
the subject matter hereof and supersedes all prior understandings
with respect thereto. This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be
waived, except by written instrument signed by the party to be
charged or by his agent duly authorized in writing or as otherwise
expressly permitted herein. The parties do not intend to confer
any benefit hereunder on any person, firm or corporation other than
the parties hereto.
11.7 Time of the Essence. The parties hereby acknowledge and agree that
time is strictly of the essence with respect to each and every
term, condition, obligation and provision hereof and that failure
to timely perform any of the terms, conditions, obligations or
provisions hereof by either party shall constitute a material
breach of and non-curable (but waivable) default under this
Agreement by the party so failing to perform.
11.8 Construction. Headings at the beginning of each section and
subsection are solely for the convenience of the parties and are
not a part of the Agreement. Whenever required by the context of
this Agreement, the singular shall include the plural and the
masculine shall include the feminine. This Agreement shall not be
construed as if it had been prepared by one of the parties, but
rather as if both parties had prepared the same. Unless otherwise
indicated, all references to sections and subsections are to this
Agreement. In the event the date on which any party is required to
take any action under the terms of this Agreement is not a business
day, the action shall be taken on the next succeeding day.
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15 (Exhibit 7.1)
11.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which
taken together shall constitute one instrument.
11.10 Governing Law. The parties hereto expressly agree that this
Agreement shall be governed by, interpreted under, and construed
and enforced in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement in 3/27/02.
BUYER: SELLER:
/s/ Roy Rayo /s/ Dan Tennant
_________________________ _________________________
Corporate Secretary Authorized Representative of
Majority Shareholders
COMPANY:
/s/ Carol Slavin
_____________________
President
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