STOCK ACQUISITION AGREEMENT
AGREEMENT made as of December 13, 1999, among The Golfing
▇▇▇▇▇▇▇.▇▇▇ Inc., a Texas corporation with its principal place of
business located at ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the
"Purchaser"); and NetWeb ▇▇▇▇▇▇.▇▇▇ Inc., a Florida corporation with its
principal place of business located at ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("NetWeb") and the undersigned shareholders of
NetWeb ("Sellers").
W I T N E S S E T H :
WHEREAS, the Sellers own all the issued and outstanding shares of
NetWeb; and
WHEREAS, the Purchaser desires to acquire all the shares of the
Seller with a view towards integrating or combining the operations of
the Company with its own operations; and
WHEREAS, at least two-thirds of the shareholders of the Purchaser
have given their approval to the transaction evidenced by this
agreement, at a meeting duly called for that purpose on December 13,
1999; and
WHEREAS; the parties intend that this transaction constitute a
tax-free exchange of Sellers' stock of the Company solely in exchange
for voting capital stock of Purchaser, in accordance with the provisions
of Section 368(a)(1)(B) of the Internal Revenue Code, and all terms
contained herein shall be interpreted to effectuate such intent.
NOW, THEREFORE, it is agreed as follows:
1. Exchange. On the Closing Date, as hereafter defined, the
Sellers shall exchange all their shares in NetWeb, consisting of
2,300,000 common shares, par value $.001, and 250,000 convertible
preferred shares, par value $.001, duly endorsed and with the necessary
transfer stamps affixed, for Two Million Three Hundred Thousand
(2,300,000) common shares, par value $.001, and Seven Hundred Thousand
(700,000) preferred shares, par value $.001, of the Purchaser,
respectively, as more fully set forth in Schedule A to this Agreement.
The shares of Purchaser delivered to Seller shall be validly issued,
fully paid and nonassessable. All such shares, however, shall bear a
legend containing a reference to this Agreement and a restriction on
transfer indicating that the shares may not be offered or sold and no
transfer of them may be made unless in compliance with the Securities
Act of 1933. This transaction shall be completed in accordance with the
provisions of Section 368(a)(1)(B) of the Internal Revenue Code.
2. Closing. The Closing of this transaction will take place on
or about December 20, 1999 ("Closing Date") at the offices of NetWeb, or
at such other time and place as may be agreed in writing by the parties
to this Agreement.
3. Recomposition and Other Action By the Board of Directors.
Simultaneously with the Closing, Purchaser shall deliver to Seller the
unanimous written consent of all the directors of Purchaser approving:
(i) the written registration from Purchaser's Board of
Directors of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇;
(ii) the election of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ as
Directors to fill the vacancies created by the resignation of ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇;
(iii) the election of the following persons to the following
offices of Purchaser: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Chairman/CEO, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
- President, ▇▇▇▇ ▇. ▇▇▇▇▇▇ - Secretary/Treasurer;
(iv) the amendment of Purchaser's Articles of Incorporation
to change the name of the Purchaser to NetWeb ▇▇▇▇▇▇.▇▇▇ Inc.;
(v) the transfer of all of Purchaser's current assets to The
Golfing ▇▇▇▇▇▇▇.▇▇▇ Inc., a Florida corporation in formation
("Subsidiary"), in exchange for 100% of the issued and outstanding
shares of such corporation;
(vi) the entering into of an employment agreement with ▇▇▇▇▇
▇▇▇▇▇▇, pursuant to which ▇▇. ▇▇▇▇▇▇ will be employed as President of
the Subsidiary on terms to be agreed upon by the parties;
(vii) the preparation and filing by Purchaser of a
registration statement on Form 10-SB with the Securities and Exchange
Commission.
4. Cancellation of Shares. Simultaneously with the Closing,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇
▇▇▇▇▇▇ will deliver to Purchaser for cancellation 1,721,000 shares of
common stock of the Purchaser currently held by them. Such shares shall
be canceled by the Purchaser and returned to the Treasury.
5. Change of Name of Purchaser. As soon as practicable after
the Closing Date, the Purchaser shall prepare and file an amendment to
its Articles of Incorporation to change its name to NetWeb ▇▇▇▇▇▇.▇▇▇
Inc.
6. Transfer of Assets by Purchaser. As soon as practicable
after the Closing Date, Purchaser will transfer all of its assets to
Subsidiary, in exchange for 100% of the issued and outstanding shares of
Subsidiary.
7. Investment Intent. The Sellers shall receive and hold the
shares of the Purchaser for investment only, without the present
intention or view towards resale thereof.
8. Representations of Sellers and NetWeb. The Sellers jointly
and severally warrant and represent as follows:
(a) The Sellers each own the number of shares set forth
beside his or her name on Schedule A hereto, free and clear of all
liens, claims or encumbrances of any type, each Seller has the sole and
unrestricted right to sell all of his or her shares to Purchaser in
accordance with the terms of this Agreement and such sale(s) will not
violate or result in any breach or default of or under any agreement,
covenant or obligation of or to which any of the Sellers may be bound.
(b) NetWeb is a business corporation duly organized and
existing under the laws of the State of Florida, with the authority to
issue 35,000,000 shares, of which 30,000,000 shares are designated as
common stock, par value $.001 (of which 2,300,000 shares are presently
issued and outstanding) and 5,000,000 shares are designated as preferred
shares, par value $.001 (of which 250,000 are presently issued and
outstanding).
(c) This Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action on
behalf of NetWeb and the entry into this Agreement and the performance
of all matters contemplated hereby shall not violate or result in any
breach or default of or under any agreement, covenant or obligation to
which NetWeb may be bound.
9. Representations of Purchaser. The Purchaser hereby warrants
and represents:
(a) It is a business corporation duly organized and
existing under the laws of the State of Florida, with the authority to
issue 35,000,000 shares, of which 30,000,000 shares, par value $.001
are designated common shares (of which 4,058,447 shares are presently
issued and outstanding) and 5,000,000 shares, par value of $.001, are
designated preferred shares (of which 62,703 shares of Series I
Convertible Preferred Stock, and 200,000 shares of Series II Redeemable
Preferred Stock, are presently issued and outstanding).
(b) Within thirty (30) days hereof, its balance sheet,
dated 09/30/99, will be audited and presented in accordance with the
rules promulgated by the Securities and Exchange Commission, by King
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C., Certified Public Accountants. Their report
shall accurately reflect the Company's financial condition on that date,
in accordance with generally accepted accounting principles and there
have been no material changes therein except for those arising out of
transactions entered into in the ordinary course of business.
(c) This Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action on
behalf of Purchaser; and the entry into this Agreement and the
performance of all matters contemplated hereby shall not violate or
result in any breach or default of or under any agreement, covenant or
obligation to which Purchaser may be bound.
10. Benefit. This agreement shall be binding upon and shall
inure to the benefit of the parties, the successors and assigns of the
Purchaser and NetWeb, and the legal representatives and assigns of the
Seller.
11. Governing Law: This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Florida, applicable
to agreements made and performed entirely within such state.
12. Amendment. This Agreement may not be amended or modified,
nor may any provisions hereof be waived except pursuant to a written
instrument signed by the party against whom enforcement of any such
amendment or modification is sought or who is claimed to have made any
such waiver.
13. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter hereof
and no agreement, promise or covenant with respect thereto not set forth
herein shall have any force or effect.
IN WITNESS WHEREOF, the parties have signed this agreement.
The Golfing ▇▇▇▇▇▇▇.▇▇▇ Inc NetWeb ▇▇▇▇▇▇.▇▇▇ Inc.
By:_______________________________ by:
______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
President
Attest: ____________________________ Attest:
___________________________
Secretary Secretary
Seal Seal
The undersigned Selling Shareholders represent that as of December 13,
1999 they:
1. are the record owners in the aggregate of all of the issued and
outstanding shares of Common and Preferred Stock issued by NetWeb
▇▇▇▇▇▇.▇▇▇ Inc.
2. consent to the terms and conditions set forth in the Stock
Acquisition Agreement by and between The Golfing ▇▇▇▇▇▇▇.▇▇▇ Inc.,
NetWeb ▇▇▇▇▇▇.▇▇▇ Inc. and the undersigned.
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▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Management Inc.
(▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President)
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First Financial Network, Inc. ▇▇▇▇ ▇▇▇▇▇▇
(▇▇▇▇▇▇ ▇. ▇▇▇▇, President)
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The Undersigned being officers, directors and or shareholders of The
Golfing ▇▇▇▇▇▇▇.▇▇▇ Inc. do hereby consent to the terms and conditions
as contained in the aforementioned Stock Acquisition Agreement.
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