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EXHIBIT 10.1
STOCK PURCHASE AGREEMENT AND PROMISSORY NOTE
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Principle Amount on Promissory Note: $200,000
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Principle Amount of Share Exchange: $300,000
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This Stock Purchase Agreement and Promissory Note ("Agreement") is made and
entered into as of the 18/th/ day of July, 2000, by and among Atlantis
Aggressive Growth Co. ("Seller or "Creditor"), and Flexxtech Holdings, Inc.
("Buyer" or "Debtor"), a Nevada Corporation. Collectively, the Creditor and
Debtor are referred to as the "Parties", and sometimes individually noted and
referred to as a "Party".
WHEREAS, the Creditor owns One Hundred Twenty-Five Thousand (125,000)
shares of the common stock of Accesspoint Corporation ("Accesspoint") and
desires to sell such shares to Buyer on the terms and subject to the conditions
contained herein: and,
WHEREAS, Buyer desires to purchase One Hundred Twenty-Five Thousand
(125,000) shares of common stock of Accesspoint on the terms and subject to the
conditions contained herein.
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises made herein and in consideration of the representations and conditions
set forth herein, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, agree as follows:
ARTICLE I
SALE AND PURCHASE OF THE ACCESSPOINT SHARES
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1.1 Sale and Purchase of the Accesspoint shares. Subject to the terms and
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conditions of this Agreement, the Creditor hereby agrees to sell to
Buyer and Buyer agrees to purchase from the Creditor, the 125,000
Accesspoint shares.
1.2 Purchase Price. The purchase price ("Purchase Price") for the
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Accesspoint Shares shall be the sum of Five Hundred Thousand Dollars
($500,000). The Purchase Price shall be paid to the Seller in the
following manner:
A. $200,000 shall be in the form of a Senior and Secured Promissory
Note, (this Agreement), fully collateralized by the assets of
Flexxtech, ("Promissory Note") payable on demand, with principal and
interest at the rate of 10% per annum, beginning on July 18, 2000.
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B. $300,000 shall be in the form of shares of common stock of
Flexxtech Corporation. Buyer shall issue 300,000 shares of common stock to
Seller.
ARTICLE II
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CLOSING
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2.1 The Closing. The Closing date is the date of execution of this
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Agreement, July 18, 2000.
ARTICLE III
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MISCELLANEOUS PROVISIONS
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3.1 Effectiveness. This Agreement shall be effective and binding when
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signed by all parties hereto.
3.2 Governing Law. This Agreement and the rights and obligations of any
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party hereto shall be governed by the substantive laws of the State of
Nevada.
3.3 Prevailing Party Clause. In the event of any litigation arising as a
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result of breach of this Agreement or failure to perform hereunder or
failure of any representation herein, the party or parties prevailing
in such dispute shall be entitled to collect the costs of such
dispute, including reasonable attorneys' fees or costs, from the party
prevailing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and the year first above written.
BUYER:
FLEXXTECH HOLDINGS, INC.
Date: _____________ By: /s/ Brian G. Kulhanjian
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Brian G. Kulhanjian, President
SELLER AND CREDITOR:
Atlantis Aggressive Growth Co.
Date: 16, July 2000 By: /s/ [ILLEGIBLE]
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