EXHIBIT 10.2 - MATERIAL CONTRACT - Stock Purchase Agreement - Qualiu
- --------------------------------------------------------------------
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is by and between Quailu Services SA, Inc., (the
Purchaser) and Garry Drisdelle (the Seller).
WHEREAS, the Seller desires to offer and sell 25,000 shares of the common stock
of Mobile Tire Renew Ltd. in accordance with the terms and conditions set forth
herein, and
WHEREAS, the Purchaser desires to buy the Shares from the Seller in accordance
with the terms and conditions set forth herein.
THEREFORE, the Purchaser and the Seller agree as follows:
1. SALE OF SHARES.
---------------
On or before the date on which the Seller and a Purchaser have executed
this Agreement, the Seller will deliver the Shares to Purchaser and the
Purchaser shall tender the Purchase Price for the Shares to the Seller
per the Seller's instructions.
2. PURCHASE PRICE.
---------------
The Purchase Price for the Shares is and shall be $1.00 per share in
Canadian Dollars, being $25,000 in total for all of the Shares.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
-----------------------------------------
The Seller represents and warrants to the Purchaser as follows:
a. Ownership and Authority to and Sell. The Seller represents and
------------------------------------
warrant to the Purchaser that the Seller is the legal and beneficial
owner of the Shares and that the Shares are fully paid and
non-assessable and upon payment of the Purchase Price will be free and
clear of all liens and encumbrances and that the sale of the Shares as
set forth in this Agreement, does not breach or cause a default upon any
contract or agreement to which the Sellers are a party.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER
-------------------------------------------
The Purchaser represents and warrants as follows:
a. Residency and Citizenship.
--------------------------
The Purchaser is domiciled in the State of Nevada.
b. Sole Ownership and Investment Intent.
-------------------------------------
The Purchaser is purchasing the Shares for its own account for
investment purposes and not with a view towards distribution and
has no present arrangement or intention to sell the Shares.
1
5. BROKERAGE FEES AND OTHER EXPENSES.
----------------------------------
The Seller and Purchaser agree that no brokerage commissions or finders
fees, however denominated are due to any third parties as a result of
this transaction. The Seller and the Purchaser each shall bear their own
incidental expenses of the transaction including any attorneys fees.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
-------------------------------------------
The above Representations and Warranties shall survive the Closing of
the sale of the Shares and may be relied upon by any Party so long as
the relying Party does not have actual knowledge of the invalidity or
inaccuracy of said representations and warranties.
7. GOVERNING LAW.
--------------
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Nevada without regard to the principles of
conflict of laws. The parties further agree that at the election of the
Purchaser, any dispute regarding this Agreement, including claims for
indemnification may be submitted to arbitration prior to judicial action
and that the Seller stipulates the Seller's consent to any motion by the
Purchaser to compel arbitration filed as a response to any judicial
action filed by the Seller. The parties further agree that a final,
non-appealable judgment in any such arbitration, suit or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit
on such judgment or in any other lawful manner.
8. ENTIRE AGREEMENT.
-----------------
This Agreement, including the other documents referred to herein,
embodies the entire agreement and understanding of the Parties hereto in
respect of the subject matter contained herein. There are no
restrictions, promises, warranties, covenants, or undertakings, other
than those expressly set forth or referred to herein. This Agreement
supersedes all prior agreements and understandings between the Parties
with respect to such subject matter.
EXECUTED AND ACKNOWLEDGED THIS 1st DAY OF February, 2002 BY
Quailu Services SA, Inc.
/s/ Garry Drisdelle /s/ Garry Drisdelle
- ---------------------------- ----------------------------
(the Seller) (the Purchaser)
Garry Drisdelle Garry Drisdelle, President
- ---------------------------- ----------------------------
2