STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 18th day
of July 2000 by and between CyberAmerica Corporation, a Nevada corporation
("CYA"), and World Alliance Consulting, Inc., a Utah corporation ("WAC").
Recitals
WAC desires to sell and transfer, and CYA desires to purchase and acquire,
Two Million Eight Hundred Fifty Thousand (2,850,000) shares of the Common Stock
of Chattown.com Network, Inc., (the "Shares"), in a private non-registered
transaction in exchange for the transfer by CYA to WAC of 100% of CYA's stock
holdings in the following corporations: Oasis International Corporation, Adobe
Hills Ranch II, LLC, Diversified Holdings II, Inc., Diversified Holdings III,
Inc., Diversified Holdings V, Inc., Diversified Land and Cattle Co., Great Basin
Water Corporation, Lexington 3 Mile East Terrace Mountain Estates, Inc.,
Lexington 4 Mile East Terrace Mountain Estates, Inc., and Lexington One Mile
East Little Pigeon Mountain Estates, Inc., these corporations hold title to raw
real estate..
Agreement
In consideration of the mutual promises, covenants, and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:
1. Purchase and Sale of Shares. WAC agrees to transfer the Shares to CYA, and
CYA agrees to acquire the Shares from WAC. Immediately after WAC receives a
duly executed copy of this Agreement, it will deliver the Shares to CYA.
2. Purchase Price. As consideration for the Shares, CYA hereby transfers and
conveys to WAC the number of shares as set forth on exhibit "A" as attached
hereto.
3. Representation and Warranties of CYA. CYA represents and warrants that:
a. CYA is an entity incorporated under the laws of the State of Nevada.
b. CYA has such knowledge and expertise in financial and business matters
that it is capable of evaluating the merits and substantial risks of
the purchase of the Shares and is able to bear the economic risks
relevant to the purchase of the Shares hereunder.
c. CYA is relying solely upon independent consultation with its
professional, legal, tax, accounting and such other advisors as CYA
deems to be appropriate in purchasing the Shares; CYA has been advised
to, and has consulted with, its professional tax and legal advisors
with respect to any tax consequences of purchasing the Shares.
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d. CYA understands that WAC is relying upon CYA's representations and
warranties as contained in this Agreement in consummating the sale and
transfer of the Shares. Therefore, CYA agrees to indemnify WAC
against, and hold it harmless from, all losses, liabilities, costs,
penalties and expenses (including attorney's fees) which arise as a
result of a sale, exchange or other transfer of the Shares other than
as permitted under this Agreement.
4. Representations and Warranties of WAC. WAC represents and warrants that:
a. WAC is a corporation duly organized and validly existing under the
laws of the State of Utah.
b. WAC has valid title to the Shares which it is transferring to CYA
pursuant to this Agreement. There are no claims, liens, security
interests, or other encumbrances upon the Shares.
c. WAC is relying solely upon its independent consultation with its
professional, legal, tax, accounting and such other advisors as WAC
deems to be appropriate in transferring the Shares and in acquiring
the corporate interests identified herein and as set forth in Exhibit
"A" hereto. WAC has been advised to, and has consulted with, its
professional tax and legal advisors with respect to any tax
consequences of transferring the Shares.
d. All corporate action on the part of WAC required for the lawful
execution and delivery of this Agreement and the issuance, execution
and delivery of the Shares has been duly and effectively taken. Upon
execution and delivery, this Agreement will constitute a valid and
binding obligation of WAC, enforceable in accordance with its terms,
except as the enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting creditors'
rights generally.
e. WAC understands that CYA is relying upon WAC's representations and
warranties as contained in this Agreement in consummating the sale and
transfer of the Shares. Therefore, WAC agrees to indemnify CYA
against, and hold it harmless from, all losses, liabilities, costs,
penalties and expenses (including attorney's fees) which arise as a
result of a sale, exchange or other transfer of the Shares other than
as permitted under this Agreement.
5. Survival of Representations, Warranties and Covenants. The representations,
warranties and covenants made by WAC and CYA in this Agreement shall
survive the purchase and sale of the Shares.
6. Miscellaneous.
a. In the event any one or more of the provisions contained in this
Agreement are for any reason held to be invalid, illegal or
unenforceable in any respect, such invalidity,
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illegality or unenforceability shall not affect any other provisions
of this Agreement. This Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained
herein.
b. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, legal representatives, successors,
and permitted assigns. The parties hereto may not transfer or assign
any part of their rights or obligations except to the extent expressly
permitted by this Agreement.
c. This Agreement constitutes the entire agreement and understanding
between the parties with respect to the sale of the Shares and may not
be modified or amended except in writing signed by both parties.
d. No term or condition of this Agreement shall be deemed to have been
waived nor shall there be any estoppel to enforce any provision of
this Agreement except by written instrument of the party charged with
such waiver or estoppel.
e. The validity, interpretation, and performance of this Agreement shall
be governed by the laws of the State of Utah, without regard to its
law on the conflict of laws. Any dispute arising out of this Agreement
shall be brought in a court of competent jurisdiction in Salt Lake
County, State of Utah. The parties exclude any and all statutes, laws
and treaties which would allow or require any dispute to be decided in
another forum or by other rules of decision than provided in this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement
as of the day and year first appearing herein.
CyberAmerica Corporation World Alliance Consulting, Inc.
/s/Richard Surber /s/ BonnieJean C. Tippetts
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Richard Surber, President BonnieJean C. Tippetts, President
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EXHIBIT "A"
COMPANY Number of shares
Oasis International Corporation 1,000,000
Adobe Hills Ranch II, LLC
Diversified Holdings II, Inc. 2,000,000
Diversified Holdings III, Inc. 2,000,000
Diversified Holdings V, Inc. 2,000,000
Diversified Land and Cattle Co. 1,000
Great Basin Water Corporation 100,000
Lexington 3 Mile East Terrace Mountain Estates, Inc. 850,000
Lexington 4 Mile East Terrace Mountain Estates, Inc. 850,000
Lexington One Mile East Little Pigeon Mountain Estates, Inc. 850,000
