EXHIBIT 10.1
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AGREEMENT
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OF
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PURCHASE AND SALE OF STOCK
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Agreement made March ___, 2000, between Alan Schram, an individual
(hereinafter referred to as the "Seller"), and TWISTEE TREAT CORPORATION, a
Delaware Corporation (hereinafter collectively referred to as the "Purchaser").
WHEREAS, the Seller is the sole shareholder of Perfection Plus, Inc.
("PPI"), who desires to sell an aggregate of 1,150 shares of PPI common stock
(the "Shares") in the amount set forth on Exhibit A attached hereto and made a
part hereof, and
WHEREAS, the Purchaser desires to buy the Shares from the Seller;
IT IS THEREFORE AGREED:
1. Sale. The Seller hereby sells to the Purchaser 1,150 shares of the
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common stock of PPI (the "Shares") and simultaneously with the execution of
this agreement has delivered to the Purchaser a certificates for such
shares in the names and amounts as set forth on Exhibit B attached hereto
and made a part hereof (the "Certificates").
2. Purchase. The Purchaser hereby buys from the Seller the Shares, and in
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consideration therefor shall pay to the Seller, upon receipt of this
Agreement executed by the Seller and Certificates, a cashier's check in the
amount of $120,000, 50,000 free trading shares of TWISTEE TREAT Corporation
and additional 200,000 shares of TWISTEE TREAT Corporation.
3. Seller's Representations. Seller represents and warrants that:
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a) PPI was duly organized and is a validly existing corporation in good
standing under the laws of the State of Nevada.
b) There are no actions, writs, or proceedings pending or, to the
knowledge of the Seller, threatened against PPI or its properties in
any court or before any governmental or administrative agency.
c) The Balance Sheet of PPI as of December 31, 1999, and the related
Statement of Operations, as certified by Merdinger Fruchter Rosen and
Corso, P.C., copies of which have been provided to Purchaser, fairly
present the financial condition of PPI as of December 31, 1999.
d) Since December 31, 1999, there have been no changes in assets,
liabilities, or condition, financial or otherwise, of PPI, except
changes arising in the ordinary course of business, and none of such
changes have been adverse.
e) Attached hereto as Exhibit C is a complete list of all of the
shareholders of PPI and their stock ownership.
f) The Shares are free trading, non-assessable, and the sale of the
Shares will not result in any breach of any of the terms or conditions
or provision of, or constitute a default under any agreement of the
Seller.
g) There are no liens, obligations or liabilities against the Shares and
the Shares are free of any restrictions against transfer.
h) Seller has full power, as agent for the selling shareholders, to act
on their behalf and to bind them to all of the terms, obligations,
representations and warranties contained in this Agreement.
4. California Securities Law. The purchase of the shares by the Purchaser
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is intended to be effected under Section 25104(a) of the California
Securities Law. The seller and Purchase agree to execute a Statement of
Transferor form and a Statement of Transferee form, respectively, if
required, pursuant to the security laws of the State of California.
5. Selection Method of Dispute Resolution. If a dispute should arise under
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this Agreement, either party may make a written request upon the other
party for a "Rent-A-Judge." A request by either party for the employment of
a "Rent-A-Judge" to resolve a dispute arising under this Agreement shall be
binding on the other party.
Dispute resolution proceedings shall take place in the City or County
of Los Angeles, State of California, and the hearing before the
"Rent-A-Judge(s)" of the matter to be arbitrated shall be at the time
and place within said city or country as is selected by the
"Rent-A-Judge(s)." The "Rent-A-Judge(s)" shall select such time and
place promptly after appointment and shall give written notice thereof
to each party at least thirty (30) days prior to the date so fixed. At
the hearing any relevant evidence may be presented by either party,
and the formal rules of evidence applicable to judicial proceedings
shall not govern. Evidence may be admitted or excluded in the sole
discretion of the "Rent-A-Judge(s)." Said "Rent-A-Judge(s)" shall hear
and determine the matter and shall execute and acknowledge their award
in writing and cause a copy thereof to be delivered to each of the
parties.
The costs of such dispute resolution shall be borne by the
parties equally.
6. Construction. This Agreement is made in and governed by the laws of the
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State of California.
7. Successors and Assigns. The provisions of this Agreement shall be
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binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives,
successors and assigns.
8. General.
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A. The subject headings of the sections of this Agreement are
included for purchase of convenience only, and shall not affect
the construction or interpretation of any of its provisions.
B. Each party to this Agreement agrees to perform any further acts
and execute and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.
C. This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter contained in it and
superseded all prior and contemporaneous agreements,
representations, and understandings of the parties. No
supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by all the parties. No waiver
of any of the provisions of this Agreement shall be deemed, nor
shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the
waiver.
D. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be
prohibited or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provisions or the
remaining provision of this Agreement.
E. This instrument may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
F. Purchaser shall pay seller upon this execution hereof a deposit
of $13,000 evidenced by check #2789. The balance of the purchase
price shall be paid at closing on or before April 7, 2000.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date written above.
Seller
/s/
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Purchaser
/s/
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EXHIBIT A
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NAME SHARES
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Alan Schram 1,150
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1,150
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EXHIBIT B
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NAME SHARES
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Twistee Treat Corporation 1,150
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EXHIBIT C
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NAME SHARES
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Alan Schram 1,150
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