STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into
this 16th day of November, 2000 ("Effective Date") by and between Enova
Holdings, Inc.("Enova"), a Nevada Corporation with principal offices
located in Los Angeles, California, and Staruni Corporation ("SRUN"), a
California Corporation with principal offices located in Los Angeles,
California.
WHEREAS, SRUN desires to acquire from Enova all of the
outstanding shares of Pego Systems, Inc;
WHEREAS, Enova desires to acquire 15,000,000 or any other
amount that shall be equal to one-half of all authorized and issued
shares of SRUN so that the effect of this transaction is that Enova
shall, upon closing hereof, own Fifty (50%) Percent of SRUN;
WHEREAS, Enova and SRUN will exchange the above mentioned
shares;
NOW, THEREFORE with the above being incorporated into and made
a part hereof for the mutual consideration set out herein and, the
receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Exchange. Enova will transfer thirty-three thousand shares of
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the common stock of Pego Systems, Inc., a California
Corporation (a figure representing 100% of the shares of Pego
Systems, Inc.) to SRUN and SRUN will transfer Fifteen Million
(15,000,000) restricted shares or such amount of shares as
shall make Enova owner of Fifty (50%) Percent of all issued and
outstanding shares of SRUN common stock to Enova;
2. No Guarantee of Price. Enova and SRUN do not guarantee the
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future value of their respective shares to the other party
3. Termination. This Agreement may be terminated at any time
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A. By Enova or SRUN.
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(1) If there shall be any actual or threatened action
or proceeding by or before any court or any other
governmental body which shall seek to restrain,
prohibit, or invalidate the transactions contemplated
by this Agreement and which, in judgment of such Board
of Directors made in good faith and based upon the
advice of legal counsel, makes it inadvisable to
proceed with the transactions contemplated by this
Agreement; or
(2) If the Closing shall not have nor occurred prior to
December 1,2000, or such later date as shall have been
approved by parties hereto, other than for reasons set
forth herein.
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B. By Enova:
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(I) If SRUN shall fail to comply in any material
respect with any of its or their covenants or
agreements contained in this Agreement or if any of the
representation or warranties of SRUN contained herein
shall be inaccurate in any material respect; or
C. By SRUN:
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(I) If Enova shall fail to comply in any material
respect with any of its covenants or agreements
contained in this Agreement or if any of the
representation or warranties of Enova contained herein
shall be inaccurate in any material respect;
In the event this Agreement is terminated pursuant to this
Paragraph, this Agreement shall be of no further force or
effect, no obligation, right, or liability shall arise
hereunder, and each party shall bear its own costs as well as
the legal, accounting, printing, and other costs incurred in
connection with negotiation, preparation and execution of the
Agreement and the transactions herein contemplated.
4. Representations and Warranties of Enova. Enova hereby represents and
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warrants that effective this date and the Closing Date, the
representations and warranties listed below are true and correct:
A. Corporate Authority. Enova has the full corporate power
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and authority to enter this Agreement and to carry out
the transactions contemplated by this Agreement. The
Board of Directors of Enova has duly authorized the
execution, delivery, and performance of this Agreement.
B. No Conflict With Other Instruments. The execution of
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this Agreement will not violate or breach any document,
instrument, agreement, contract, or commitment material
to the business of Pego Systems, Inc. to which Enova is
a party and has been duly authorized by all
appropriated and necessary action.
C. Deliverance of Shares. As of the Closing Date, the Pego
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Shares to be delivered to SRUN will be restricted and
constitute valid and legally issued shares of Pego
Systems, fully paid and non-assessable.
D. Conflict with Other Instrument. The execution of this
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agreement will not violate or breach any document,
instrument, agreement, contract or commitment material
to Enova.
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E. Enova has furnished to SRUN certain Unaudited and
Internally created Financial Statements regarding Pego
Systems, Inc. These statements are dated November 8,
2000 and cover the period of January 1, 2000 through
September 30, 2000. Said statements are attached hereto
as Exhibit "A". Enova warrants that these statements
are true and accurate.
5. Representations and Warranties of SRUN. SRUN hereby represents and
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warrants that, effective this date and the Closing Date, the
representations and warranties listed below are true and correct.
A. Corporate Authority. SRUN has the full corporate power
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and authority to enter this Agreement and to carry out
the transactions contemplated by this Agreement. The
Board of Directors of SRUN has duly authorized the
execution, delivery, and performance of this Agreement.
B. No Conflict With Other Instruments. The execution of
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this Agreement will not violate or breach any document,
instrument, agreement, contract, or commitment material
to the business of SRUN to which SRUN is a party and
has been duly authorized by all appropriated and
necessary action.
C. Deliverance of Shares. As of the Closing Date, the SRUN
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Shares to be delivered to Enova will be restricted and
constitute valid and legally issued shares of SRUN,
fully paid and non-accessible.
D. No Conflict with Other Instrument. The execution of
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this agreement will not violate or breach any document,
agreement, contract or commitment material to SRUN.
6. Closing. The Closing as herein referred to shall occur upon such date
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as the parties hereto may mutually agree upon, but is expected to be on
or before December 1, 2000 by which time all parties shall have
completed their due diligence.
At closing SRUN will deliver the SRUN shares to Enova and Enova
will deliver the Pego Systems, Inc. shares to SRUN.
7. Conditions Precedent of Enova to Effect Closing. All obligations of
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Enova under this Agreement are subject to fulfillment prior to or as of
the Closing Date, of each of the following conditions:
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A. The representations and warranties by or on behalf of
SRUN contained in this Agreement or in any certificate
or documents delivered to Enova pursuant to the
provisions hereof shall be true in all material
respects at end as of the time of closing as though
such representations and warranties were made at and as
of such time.
B. SRUN shall have performed and complied with all
covenants, agreements and conditions required by this
Agreement to be performed or complied with by it prior
to or at the Closing.
C. All instruments and documents delivered to Enova
pursuant to the provisions hereof shall be reasonably
satisfactory to Enova's legal counsel.
Conditions Precedent of SRUN to Effect Closing. All obligations
of SRUN under this agreement are subject to fulfillment prior to or as
of the date of Closing, of each of the following conditions:
A. The representations and warranties by or on behalf of
Enova contained in this Agreement or in any certificate
or documents delivered to SRUN pursuant to the
provisions hereof shall be true in all material
respects at end as of the time of Closing as though
such representations and warranties were made at and as
of such time.
B. Enova shall have performed and complied with all
covenants, agreements and conditions required by this
Agreement to be performed or complied with by it prior
to or at the Closing.
C. All instruments and documents delivered to SRUN
pursuant to the provisions hereof shall be reasonably
satisfactory to SRUN's legal counsel.
9. Damages and Limit of Liability. Each party shall be liable, for any
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material breach of the representations, warranties, and covenants
contained herein, which results in a failure to perform any obligation
under this Agreement only to the extent of the expenses incurred in
connection with such breach or failure to perform Agreement.
10. Nature and Survival of Representations and Warranties. All
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representations, warranties and covenants made by any party in this
Agreement shall survive the Closing hereunder. All of the parties hereto
are executing and carrying out the provisions of this Agreement in
reliance solely on the representations, warranties and covenants and
agreements contained in this Agreement or at the Closing of the
transactions herein provided for and not upon any investigation upon
which it might have made or any representations, warranty, agreement,
promise, or information, written or oral, made by the other party or any
other person other than as specifically set forth herein.
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11. Indemnification Procedures.
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A. Pego Systems, Inc. presently is in debt to Comerica Bank for
approximately $950,000. Said sum has been guaranteed by Enova and
The Hartcourt Companies (OTCBB "HRCT") There is a present
litigation in the matter with Comerica Bank suing both Pego and
HRCT. Both Hartcourt and Enova agree to remain as guarantors of
such debt( until and unless any court of competent jurisdiction
shall rule otherwise) and shall hold SRUN harmless for any and all
costs incidental to this matter. However, Pego owns 200000 shares
of Hartcourt, which, if Pego is compelled to pay Comerica, may
only be used to diminish that debt, for that purpose and no other.
B. If any other claim is made by a party which would give rise to a
right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice
thereof to be delivered to the parry from whom is sought
(Indemnifying Party) The Indemnified Party will permit the
Indemnifying Party to assume the defense of any such claim or any
litigation resulting from the claims. Counsel for the Indemnifying
Party which will conduct the defense must be approved by the
Indemnified Party (whose approval will not be unreasonable
withheld), and the Indemnified Party may participate in such
defense at the expense of the Indemnified Party. The indemnifying
Party will not in the defense of any such claim or litigation,
consent to entry of any judgment or enter into any settlement
without the written consent of the Indemnified Party (which
consent will not be unreasonably withheld). The Indemnified Parry
will not, in connection with any such claim or litigation, consent
to entry of any judgment or enter into any settlement without the
written consent of the Indemnifying Party (which consent will not
be unreasonable withheld). The Indemnified Party will cooperate
fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control
relating to any such claim or litigation. If the Indemnifying
Parry refuses or fails to conduct the defense as required in this
Section, then the Indemnified Party may conduct such defense at
the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or
consent or entry of judgment.
12. Changes in Management of SRUN. The Board of Directors of SRUN presently
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consists of three persons. As a result of this transaction, Frederic Cohn,
Chairman of Enova, shall be added to the Board of SRUN. He shall also become an
officer of SRUN. Both Harcourt and Enova agree to this management and Board
structure of SRUN for a period of at least two years from the date of this
agreement, unless all parties and signatories to this agreement mutually agree
to a change.
13. Costs and Expenses. Enova and SRUN shall bear their own costs and expenses
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in the proposed exchange and transfer described in this Agreement. Enova and
SRUN have been represented by their own attorney in this transaction, and shall
pay the fees of its attorney, except as may be expressly set forth herein to the
contrary.
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14. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
To Enova: Enova Holdings, Inc.
9800 South Sepulveda Boulevard, Suite 818
Los Angeles California 90045
Telephone: (310) 410-7290
Telefax: (310) 410-7297
Attn: Frederic Cohn, Chairman
To SRUN: Staruni Corporation
1642 Westwood Boulevard, Suite 201
Los Angeles, California 90024
Telephone: (310) 470-9358
Telefax: (310) 470-9127
Attn: Bruce Stuart, President
15. Miscellaneous.
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A. Further Assurances. At any time and from time to time, after the
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effective date, each party will execute such additional instruments and take
such as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
B. Waiver. Any failure on the part of any party hereto to comply with any
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of its obligations, agreements, or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.
C. Headings. The section and subsection headings in this Agreement are
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inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
D. Counterparts. This Agreement may be executed simultaneously in two or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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E. Governing Law. This Agreement was negotiated and is being contracted for
in the State of California, and shall be governed by the laws of the State of
California, notwithstanding any conflict-of-law provision to the contrary. Any
suit. action or legal proceeding arising from or related to this Agreement shall
be submitted for binding arbitration resolution to the Judicial Arbitration and
Mediation Services in Los Angeles, Ca., pursuant to their Rules of Procedure or
any other mutually agreed upon arbitrator. The parties agree to abide by
decisions rendered as final and binding, and each party irrevocably and
unconditionally consents to the jurisdiction of such Courts in such suit, action
or legal proceeding and waives any objection to the laying of venue in, or the
jurisdiction of, said Courts.
F. Binding Effect. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties their respective heirs, administrators,
executors, successors, and assigns.
G. Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and above
written.
Enova Holdings, Inc.
By: _________________________________________
Frederic Cohn, Chairman
Staruni Corporation
By: _________________________________________
Bruce Stuart, President
