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.
<PAGE>
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,
<PAGE>
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
--------------------------------- ---------------------------------
Richard Surber, President BonnieJean C. Tippetts, President
<PAGE>
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
