EXHIBIT 10.1
INNOVATIVE MARKETING, INC.
STOCK AGREEMENT
Agreement made this January 18, 2007, by and between Universal
Detection Technology, a California corporation (hereinafter "SELLER") and
Innovative Marketing, Inc., a Wyoming corporation (hereinafter "IMI"):
IT IS HEREBY AGREED AS FOLLOWS:
1. TRANSFER OF ASSETS PURCHASE PRICE
1.1 At the Closing referred to in Section 3.1, SELLER shall sell
to IMI and IMI shall purchase, the STOCK as listed on Exhibit
A (hereinafter the "STOCK").
1.2 As full consideration for the STOCK, IMI shall issue to
SELLER, credits (hereinafter the "CREDITS'), in the aggregate
amount of One Million Six Hundred Thousand U.S. Dollars
($1,600,000.00) to purchase merchandise and services to be
selected by SELLER as provided in Section 4 (See Exhibit A1).
2. REPRESENTATION AND WARRANTIES
2.1 IMI represents and warrants that (i) it is a corporation duly
organized, validly existing and in good standing under the
laws of Wyoming; (ii) it has full power and authority to enter
into and perform this AGREEMENT in accordance withy its terms;
(iii) the execution, delivery and performance of this
AGREEMENT by IMI have been duly authorized by all requisite
corporate action of IMI; and (iv) this AGREEMENT is a valid
and binding obligation of IMI, enforceable in accordance with
its terms.
2.2 SELLER represents and warrants that (i) it is a corporation
duly organized, validly existing and in good standing under
the laws of Nevada; (ii) it has full power and authority to
enter into and perform this AGREEMENT in accordance with its
terms; (iii) the execution, delivery and performance of this
AGREEMENT by SELLER have been duly authorized by all requisite
corporate action of SELLER; (iv) this AGREEMENT is a valid and
binding obligation of SELLER enforceable in accordance with
its terms, and (v) SELLER has , and at the Closing IMI will
obtain, good and marketable title to all of the STOCK, free
and clear of any claims, liens or encumbrances.
2.3 SELLER represents, warrants and agrees that (i) no consent of
any person or entity, including any lender, secured or
unsecured, is required in order for SELLER to effectuate the
transaction contemplated, hereunder. SELLER agrees that IMI
will not suffer any financial harm from SELLER'S failure to
obtain consents and further agrees to indemnify IMI, as well
as litigate on behalf of IMI at SELLER'S expense to insure
that IMI will not suffer any harm from the failure to obtain
any consent.
2.4 IMI if in the event of holding publicly traded shares shall
have the right to sell the STOCK using the SELLER'S name or
any other trade name attributed to the STOCK
by SELLER. If the SELLER STOCK is unlisted and not for public
sale, IMI does reserve the right to sell its STOCK.
3. CLOSING
3.1 The closing (the "CLOSING") under this AGREEMENT shall be held
in Florida on January 18, 2007, or at such other place as the
parties shall agree.
3.2 At the CLOSING, SELLER shall deliver to IMI, or cause its
transfer agent to deliver, a Stock Certificate representing
the Stock in favor of IMI. a
4. AVAILABILITY OF CREDITS
4.1 Not less frequently then every one hundred eighty (180) days,
IMI shall deliver to SELLER orally or by written material
describing the merchandise and services that can them be
purchased by SELLER for credits, or, for a combination of cash
and credits. These descriptions may or may not be for
merchandise and services previously submitted to SELLER by
IMI. Such merchandise and services shall include any
merchandise and services which IMI makes available to any
third party. In addition, if SELLER desires through IMI other
then those described in the material, SELLER shall notify IMI
and IMI shall then determine within a reasonable period of
time whether the merchandise and services requested can be
purchased for credits (or for a combination determined by IMI,
of cash and credits) and shall so notify SELLER.
4.2 IMI shall exercise what it deems to be its best efforts, and
SELLER agrees to accept what IMI deems to be its best efforts,
to offer merchandise and services which shall be competitive
with prices quoted to SELLER in proposed arm's-length
transaction with unrelated third parties for the same
merchandise and services. Such merchandise and services shall
be of comparable quality to those offered in the marketplace.
Every request for IMI to provide merchandise and services
shall be accompanied by written prices quoted to SELLER for
similar merchandise and services at arm's length transactions
with unrelated third parties. Name and location of Vendor and
a full description of the products and/or services must be
included.
4.3 IMI agrees to use what it deems to be its best efforts, and
SELLER agrees to accept what IMI deems to be its best efforts
to obtain merchandise or services which SELLER can purchase
for credits, or, a combination of cash and credits. If IMI is
able to obtain merchandise or services to submit to SELLER for
its consideration, or, is able to obtain merchandise or
services which SELLER may request, IMI will then advise SELLER
of the cost at which IMI can obtain such merchandise or
services, and if such cost is lower then SELLER would
ordinarily pay, IMI will acquire this merchandise or services
for SELLER (with SELLER approval), upon prepayment by SELLER
to IMI of IMI'S cost. However, IMI makes no representation as
to the obtain ability of any merchandise or services. The
difference between IMI'S cost and the cost at which the
merchandise or services are made available to SELLER shall be
charged against SELLER'S credits.
2
4.4 IMI shall deliver to SELLER a semi-annual statement indicating
(i) the amount of each credit used by SELLER to purchase
merchandise and services that period, and (ii) the aggregate
amount of credits still available to SELLER as of the end of
that period.
4.5 Any credits not utilized before December 1, 2012 shall expire
on that date, and IMI shall have no further obligation under
this AGREEMENT; provided, however, that SELLER may solely at
its option extend this AGREEMENT CR # UD 1 for one year ending
December 17, 2013.
4.6 The merchandise and services offered by IMI for credits (or
for a combination of cash and credits) under this AGREEMENT
are subject to prior sale/or withdrawal without prior
notification.
4.7 In the event IMI shall receive a request from SELLER to
procure merchandise or services accompanied by the price at
which SELLER can obtain such merchandise and services from its
current unrelated third-party vendor (the " BENCHMARK PRICE")
and IMI identifies an alternate vendor prepared to provide
merchandise or services comparable to those requested at a
cash savings to SELLER and SELLER as a result thereof
thereafter negotiates a more favorable price with its current
vendor (the "REDUCED PRICE"), then and in that event, the
spread between the BENCHAMARK PRICE and the REDUCED PRICE
shall be deemed a partial fulfillment of IMI'S obligation to
liquidate the credits established under the AGREEMENT. IMI'S
obligation to liquidate such credits shall be reduced pro rata
with any such savings.
4.8 SELLER and IMI acknowledge that IMI or one of it's syndicated
relationships have had meeting in an effort to outline the
merchandise and services that may possibly be available to
clients of IMI and other merchandise and service which SELLER
may request IMI to provide quotations for in the future.
SELLER and IMI have reviewed several examples of the cash/cash
equivalent credit ratios that could be applicable to other
transactions between IMI and other customers for merchandise
and services similar to those which SELLER contemplates
receiving from IMI as consideration for the STOCK sold to IMI
hereunder. SELLER acknowledges that it has evaluated the
advantages and risks of this undertaking and has consulted its
own accountants, auditors, and legal advisors and confirms
that its expectations can be realized within the period set
forth herein.
5. ADDITIONAL AGREEMENTS OF THE PARTIES
5.1 The title to the STOCK shall vest in IMI upon the CLOSING.
6. MISCELLANIOUS
6.1 This AGREEMENT contains a complete statement of the total
understanding and all the arrangements between the parties
with respect to its subject matter and supersedes
3
all previous agreements, presentations and all other material
and information written or oral, between these parties
concerning the subject matter herein, and cannot be revised,
modified, or terminated orally. Both parties to this AGREEMENT
SELLER and IMI agree that there are no representations,
warranties, or agreements, written or oral, upon which they
have relied, other then those set forth specifically in this
AGREEMENT.
6.2 IMI'S obligations under this AGREEMENT may not be assigned
except (i) with the prior written consent of SELLER or (ii) to
a subsidiary or affiliate of IMI, provided, in either case,
that IMI shall remain fully liable for the performance of all
its obligations under this AGREEMENT.
6.3 All or any portion of the credits may be assigned by SELLER
only to a subsidiary, parent or controlled affiliate without
the consent of IMI. If all or any portion of the credits are
assigned under this Section 6.3 all references to SELLER
shall, where appropriate, be deemed to refer to the assignee
of the credits. No assignment of credits can be effected by
SELLER, except as set forth in this Section 6.3 unless IMI
shall have given its prior written consent which shall not be
unreasonable withheld. It is agreed if IMI shall withhold its
written consent to a proposed transfer by reason of the
transferee conducting a business in competition with IMI; such
consent shall be deemed to be reasonable withheld.
6.4 If either party to this AGREEMENT shall consider the other in
default of its obligations hereunder, such party not be
entitled to pursue either rights or remedies provided under
this AGREEMENT or by law unless and until (i) it shall have
served a notice of default and demand for cure upon the
defaulting party which shall have had a period of one hundred
eighty (180) days from the date of its receipt of the
aforesaid default notice to cure and correct the alleged
default or compromise the dispute to the satisfaction of all
parties.
6.5 All notices and other communications under this AGREEMENT
shall be in writing and shall be considered given when
delivered personally or mailed by registered mail, return
receipt requested, to the parties at the following addresses
(or at such other address as a party may designate by notice
to the other):
IF TO SELLER:
Universal Detection Technology
------------------------------
------------------------------
Tel.: ________________________
Cell: ▇▇▇-▇▇▇-▇▇▇▇
Fax: _________________________
4
E-Mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Attn.: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
IF TO BUYER:
Innovative ▇▇▇▇▇▇▇▇▇.▇▇▇.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
WITH COPY TO:
6.6 This AGREEMENT shall be governed by and construed in
accordance with the laws of the state of Florida applicable to
agreement made and to be performed in Florida.
6.7 This AGREEMENT may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one instrument.
6.8 Any dispute or controversy arising under or in connection with
this AGREEMENT shall be settled only by arbitration to be held
in the City of Florida in accordance with the rules of the
American Arbitration Association then in effect. Judgment may
be entered on the arbitrator's award in any court having
jurisdiction, of the Florida Courts for this purpose. It is
agreed between SELLER and IMI that any dispute or controversy
arising under or in connection with this AGREEEMENT shall be
solely a corporate responsibility, and any monetary award that
may be sought by either party to this AGREEMENT may not exceed
twenty-five percent (25%) of the net amount actually received
(less any normal third-party commissions) by IMI from the sale
of the STOCK IMI had received from SELLER. IMI will use its
best efforts to keep complete records of the sale of STOCK
transactions, including contracts of sale, bills of sale,
receipts, correspondence, copies of checks, etc.
6.9 Paragraph 6.9 of this AGREEMENT CR # UD 1 shall have no
application regarding the SELLER'S obligation in Exhibit "A"
hereto.
6.10 Neither party shall be deemed to be the preparer of this
document.
SIGNATURES
Universal Detection Technologies, Inc. Innovative Marketing, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Marc Sporm
Title: Chief Executive Officer Title: Chairman-CEO
5
STATE OF
COUNTY OF
Before me, the undersigned authority, on this day personally appeared
Universal Detection Technology, Inc, a California corporation, known to me to be
the person whose name is subscribed to the foregoing instrument, and acknowledge
to me that he in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _________ day of __________
----------------------------
Notary Public
State of
MY COMMISION EXPIRES:
---------------------------
6
STATE OF FLORIDA
COUNTY OF
Before me, the undersigned authority, on this day personally appeared
American Marketing Complex Inc., a Delaware corporation, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledge to
me that he in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _________ day of __________
----------------------------
Notary Public
State of
MY COMMISION EXPIRES:
---------------------------
7
EXHIBIT "A"
INNOVATIVE MARKETING, INC.
And
UNIVERSAL DETECTION TECHNOLOGY
ITEM QUANTITY TOTAL
---------------------- ----------------------------------- -------------
Shares of common stock 60,000,000 Shares @ $0.03 per share $1,800,000.00
TOTAL: $1,800,000.00
In cash equivalent
Credits.
BY: ___________________________________
8
STATE OF
COUNTY OF
Before me, the undersigned authority, on this day personally appeared
Universal Detection Technology, Inc a California corporation, known to me to be
the person whose name is subscribed to the foregoing instrument, and acknowledge
to me that he in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _________ day of __________
-------------------------------
Notary Public
State of
MY COMMISION EXPIRES:
-------------------------------
9
EXHIBIT "A-1"
1. The Shares will be fully paid and nonassessable. The Shares will be
transferred to IMI free and clear of any and all liens or other
encumbrances, except such restrictions upon transfer as may be imposed
by the Securities Act of 1933, as amended, in making any sale or other
transfer of the Shares.
2. There has been no representation by SELLER to IMI that this exchange
complies with the Security Act of 1933, as amended, or with other State
or Federal regulation(s) governing the sale, exchange or transfer of
securities. Rather, IMI is a sophisticated business organization and
has relied upon its own advice of counsel, and makes the election to
participate in this exchange of its common stock for IMI credits and
other consideration, the receipt of which is mutually acknowledged, as
its free and voluntary act. Each party hereto relies upon its own
advice of counsel, after full study and deliberation, and not upon
representations made by the other party, that this exchange complies
with all relevant Laws regulating the exchange of securities.
3. There is no representation or warranty by SELLER to IMI that any
dividends will be paid to IMI as owner of the Shares.
4. These Shares shall be subject to all rights, powers and privileges
exactly similar to any and/or all other common stock issued by SELLER
to its officers, directors and stockholders.
5. It is understood and agreed that if for any reason IMI has not received
the STOCK as described, all servicing of CREDITS by IMI according to
Agreement #: CR # UD 1 shall be deemed immediately invalid, and this
Agreement shall become null and void.
10
ADDENDUM A-B
1. IMI reserves the right to request from the SELLER a current copy of its
latest 10Q and 10K if applicable, after filing of the same with the SEC
as well as names and addresses of all legal advisors, accountants and
auditors.
2. IMI is purchasing Sixty Million Shares. One certificate representing
60,000,000 of regular common shares that are sold to the general public
of Universal Detection Technology, Inc and is simultaneously receiving
no additional shares to cover all costs of administrative, client
servicing, legal, accounting, filing, etc.
4A.
4B.
3. SELLER filing for protection under the bankruptcy code or ceasing to
function in its present form shall constitute a material breach that
automatically voids this Agreement in its entirety. All Shares
purchased shall remain the exclusive property of IMI, as the original
inducement for IMI to enter into this Agreement CR # UD 1 and for
granting an exclusive whereby IMI will not directly solicit other
competing companies or companies in the same or similar business as
Seller so long as this Agreement CR # UD 1 remains valid and the
contract has been faithfully performed by the Seller exactly as
specified.
4. Full performance of each and every condition, without exception, of
this Addendum is a condition precedent to the Agreement becoming valid
and activated. Time is of the essence regarding the performance of each
and all of the above conditions. All shares purchased and all funds
received by IMI from Universal Detection Technology, Inc shall remain
the exclusive property of IMI, free and clear of any and all
encumbrances, as the original inducement for IMI to enter into this
Agreement and for granting an exclusive whereby IMI will not directly
solicit other competing companies or companies in the same or similar
business as Seller so long as this Agreement remains valid and the
contract has been faithfully performed by the Seller.
8A.
11
AGREE TO BY SELLER: DATE:
Universal Detection Technology, Inc
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ NOTARY:
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
TITLE: Chief Executive Officer
AGREE TO BY BUYER:
Innovative Marketing. Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇▇, Chairman-CEO NOTARY:
12