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Exhibit 10.1
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
This Stock Purchase Agreement ("Agreement") is made and entered into as of
the 10/th/ day of May, 2000, by and among Sierra Nevada Advisors, Inc.
("Shareholder"), a Nevada Corporation, as Seller and Flexxtech Holdings, Inc.
("Flexxtech"), a Nevada Corporation, as Buyer. Collectively, the Shareholder and
Note Holder and Flexxtech are referred to as "Parties", and sometimes
individually referred to as "Party".
WHEREAS, the Shareholder owns One Million Five Hundred Thousand (1,500,000)
shares of the common stock of Infinite Networks, Inc. (OTC: INCZ), a Nevada
Corporation, and desires to sell such shares to Flexxtech on the terms and
subject to the conditions contained herein: and,
WHEREAS, Flexxtech desires to purchase in a share exchange, One Million
Five Hundred Thousand (1,500,000) shares of common stock of Infinite Networks,
Inc. 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:
SALE AND PURCHASE OF THE INFINITE NETWORKS SHARES
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1.1 Sale and Purchase of the Infinite Network shares. Subject to the terms
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and conditions of this Agreement, the Shareholder hereby agrees to
sell to Flexxtech and Flexxtech agrees to purchase from the
Shareholder, the Infinite Networks shares.
1.2 Purchase Price and Share Exchange. The purchase price ("Purchase
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Price") for the Infinite Networks shares shall be the sum of Three
Hundred and Seventy Five Thousand ($375,000). The Purchase Price shall
be paid in shares of common stock in Flexxtech Corporation in the
amount of 1,500,000 shares. This transaction shall be a tax-free
exchange.
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, May 10, 2000.
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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.
FLEXXTECH HOLDINGS, INC.
Date: _____________ By: __________________________
Brian G. Kulhanjian, President
SHAREHOLDER:
SIERRA NEVADA ADVISORS, INC.
Date: _____________ By: __________________________
