f8k021210ex10i_golfall.htm


    Exhibit
10.1

     

    THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT") OR ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE
OR OTHER JURISDICTION, AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT INCLUDING BUT
NOT LIMITED TO REGULATION S PROMULGATED UNDER THE ACT. THESE SECURITIES CANNOT
BE TRANSFERRED, OFFERED, OR SOLD IN THE UNITED
STATES OR TO A "U.S. PERSON" (AS THAT TERM IS DEFINED IN REGULATION S
PROMULGATED
UNDER THE ACT) UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE
ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE, THE AVAILABILITY
OF
WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY AND ITS COUNSEL.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT.

    


    STOCK PURCHASE
AGREEMENT


    This
STOCK PURCHASE AGREEMENT (the "Agreement") is made
as of the 12th day of February, 2010 (the "Effective Date"), by
and among John Fahlberg, an individual and current President, Treasurer,
Secretary and Director of Golf Alliance Corporation, a Nevada corporation (the
"Company"),
(Mr. Fahlberg hereinafter referred to as "Seller"), and
Johannes Petersen, an individual (the "Purchaser").

     

    Recitals

     

    A.           Seller
and Purchaser are executing and delivering this Agreement in reliance upon the
exemption
from securities registration afforded by Regulation S promulgated under the
Securities Act of 1933, as
amended (the "Securities Act"), and
such other Federal and state securities exemptions as may be deemed
available;

     

    B.           Seller
is the majority shareholder, President, Treasurer, Secretary and a Director of
the Company,
and is the beneficial owner of Five Million (5,000,000) shares of the Company's
common stock out of a
total of Five Million Eight Hundred Thousand (5,800,000) shares issued and
outstanding as of the Effective
Date; and

     

    C.           The
Purchaser wishes to purchase from the Seller, and the Seller wishes to sell to
the Purchaser,
upon the terms and conditions stated in this Agreement, one hundred percent
(100%) of Seller's current
holdings of Five Million (5,000,000) shares of the Company's common stock
(together with any securities
into which such shares may be reclassified), par value $0.00001 per share, for
an aggregate purchase
price of Twenty-Five Thousand Dollars ($25,000).

     

    In
consideration of the mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     

    1.      
Purchase and Sale of
the Shares. Subject to the terms and conditions of this Agreement, on the
Closing (as defined in Section 2 below), the Purchaser shall purchase, and the
Seller shall sell and issue to the Purchaser, one hundred percent (100%) of
Seller's current holdings of Five Million (5,000,000) shares of the Company's
common stock (together with any securities into which such shares may be
reclassified), par value $0.00001 per share (the "Shares"), in exchange
for an aggregate purchase price of Twenty-Five Thousand Dollars ($25,000) (the
"Purchase
Price"), with Seven Hundred Fifty Dollars ($750) of the Purchase Price to
be allocated as consideration for the Shares, and Twenty-Four Thousand Two
Hundred Fifty ($24,250) of the Purchase Price to be allocated as a contribution
to the capital of the Company to repay those certain shareholder loans made by
Seller to the Company of even amount (the "Shareholder
Loans").

     

     

    
      
        
        

      

      
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    2.      
Closing. Upon
confirmation that the other conditions to closing specified herein have been
satisfied or duly waived by the Purchaser, the Seller shall deliver to Anslow
& Jaclin, LLP as escrow agent ("Escrow Agent"),
pursuant to the terms of that certain Escrow Agreement dated as of February 1,
2010, attached hereto as Exhibit A, and
incorporated herein by reference ("Escrow Agreement"), a
certificate or certificates representing the Shares, duly endorsed for transfer
with such medallion guarantees, notarization and/or other similar certification
as may be required by the Company's transfer agent, with such certificate(s) to
be held for release to the Purchaser only upon payment in full of the Purchase
Price to the Seller. Upon confirmation that the other conditions to closing
specified herein have been satisfied or duly waived by the Seller, the Purchaser
shall promptly cause a wire transfer in same day funds to be sent to Escrow
Agent pursuant to the terms of the Escrow Agreement, in such amount as required
to represent the aggregate Purchase Price. On the date the Escrow Agent receives
the Purchase Price and the certificate(s) evidencing the Shares, the Purchase
Price and the certificate(s) evidencing the Shares shall be released from the
escrow in accordance with the Escrow Agreement (the "Closing").

     

    3.     
 Representations and
Warranties of the Seller. The Seller, on behalf of himself, individually,
and on behalf of the Company in his capacity as majority shareholder, President,
Secretary, Treasurer and Director of the Company, hereby represents and warrants
to the Purchaser, that as of the Effective Date and as of Closing:

     

    3.1 Organization, Good Standing
and Qualification. The Company is an entity duly incorporated, validly
existing and in good standing under the laws of the State of Nevada and has all
requisite power and authority to carry on its business as now conducted and to
own and use its properties.

     

    3.2 Authorization. The
Seller is not a party to any agreement, written or oral, creating rights in
respect of any Seller's Shares in any third person or relating to the voting of
the Shares. This Agreement constitutes the legal, valid and binding obligation
of the Seller, enforceable against the Seller in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability, relating to or affecting
creditors' rights generally.

     

    3.3 Capitalization. The
authorized capital stock of the Company on the date hereof and as of Closing
consists of 100,000,000 shares of common stock, par value $0.00001 per share, of
which 5,800,000 are issued and outstanding, and 10,000,000 shares of preferred
stock, par value $0.00001 per share, of which no shares of preferred stock are
issued and outstanding. There are no shares of capital stock issuable pursuant
to any stock plans of the Company, nor are there any shares of capital stock
issuable or reserved for issuance pursuant to securities exercisable for, or
convertible into or exchangeable for any shares of capital stock of the Company.
All of the issued and outstanding shares of the Company's capital stock have
been duly authorized and validly issued and are fully paid, nonassessable and
free of pre-emptive rights and were issued in full compliance with applicable
state and federal securities law and any rights of third parties. No Person is
entitled to pre-emptive or similar statutory or contractual rights with respect
to any securities of the Company. As used in this Agreement, "Person" shall mean
an individual, corporation, partnership, limited liability company, trust,
business trust, association, joint stock company, joint venture, sole
proprietorship, unincorporated organization, governmental authority or any other
form of entity not specifically listed herein.

     

    3.4 Valid Issuance; No
Encumbrances. Seller is the lawful owner of the Shares, free and clear of
all security interests, liens, encumbrances, equities and other
charges.

     

    3.5 Consents. The
execution, delivery and performance by the Seller of this Agreement and the
offer and sale of the Shares require no consent of, action by or in respect of,
or filing with, any Person, governmental body, agency, or official other than
filings that have been made pursuant to applicable state securities laws and
post-sale filings pursuant to applicable state and federal securities laws which
the Seller undertakes to file within the applicable time periods.

     

    
      
        
        

      

      
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    3.6 Delivery of SEC Filings;
Business. The Seller has made available to the Purchaser through the
EDGAR system, true and complete copies of the Company's filings made with the
U.S. Securities and Exchange Commission ("SEC"), including, but not limited to,
the Company's initial registration statement on Form SB-2, as subsequently
amended, the Company's most recent Annual Report on Form 10-K for the fiscal
year ended July 31, 2009 (the "10-K"), and all other
reports filed by the Company pursuant to the Securities Exchange Act of 1934, as
amended ("Exchange
Act") (collectively, the "SEC Filings"). The
SEC Filings are the only filings required of the Company pursuant to the
Exchange Act for such period. The Company is engaged in all material respects
only in the business described in the SEC Filings and the SEC Filings contain a
complete and accurate description in all material respects of the business of
the Company, taken as a whole.

     

    3.7 No General Solicitation or
General Advertising. Neither the Company nor the Seller nor any Person
acting on its behalf has offered or sold or will offer or sell any of the Shares
by any form of "general solicitation" or "general advertising" (as those terms
are used in Regulation D, promulgated under the Securities Act) in connection
with the offer or sale of any of the Shares. The Seller has offered the Shares
for sale only to the Purchaser, and certain other "accredited investors" within
the meaning of Rule 501(a) under Regulation D, and certain "non-U.S. persons"
within the meaning of Rule 902 of Regulation S.

     

    3.8 No Class of Securities
Registered Under Section 12(g) of the Exchange Act. The Company has no
class of securities registered with the SEC under Section 12(g) of the Exchange
Act.

     

    3.9 No Litigation. There
are no actions, suits or proceedings, at law or in equity, and no proceedings
before any arbitrator, or by or before any governmental commission, board,
bureau or other administrative agency, pending, or to the Seller's knowledge,
threatened against or affecting the Company, or any properties or rights of the
Company.

     

    3.10 Company Indebtedness.
As of the Closing, taking into account that portion of the Purchase Price
allocated as a contribution to the capital of the Company to repay the
Shareholder Loans as set forth in Section 1 above, there are no shareholder
loans or other instruments or evidence of indebtedness owed by the Company to
any shareholder or other third party, and all professional fees incurred by the
Company, or by Seller on behalf of the Company, for all services rendered up to
and through the Closing, have been paid in full.

     

    3.11 Company Obligations.
There are no contracts, agreements or other obligations of the Company, which,
individually or in the aggregate, exceed Five Hundred Dollars ($500.00), except
as set forth in Schedule 3.11,
attached hereto and incorporated herein by reference.

     

    4.    
   Representations and
Warranties of the Purchaser.   As of the Effective Date
and as of Closing, the Purchaser hereby represents and warrants to the Seller
that:

     

    4.1 Authorization. The
execution, delivery and performance by the Purchaser of this Agreement
constitutes the valid and legally binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability, relating to or affecting creditors'
rights generally.

     

    4.2 Purchase Entirely for Own
Account. The Securities to be received by the Purchaser hereunder will be
acquired for the Purchaser's own account, not as nominee or agent, and not with
a view to the resale or distribution of any part thereof in violation of the
Securities Act, and the Purchaser has no present intention of selling, granting
any participation in, or otherwise distributing the same in violation of the
Securities Act without prejudice, however, to the Purchaser's right at all times
to sell or otherwise dispose of all or any part of such Securities in compliance
with applicable federal and state securities laws. Nothing contained herein
shall be deemed a representation or warranty by the Purchaser to hold the
Securities for any minimum or other specific term nor limiting the Purchaser's
right to sell the Securities at any time in compliance with applicable federal
and state securities laws.

     

    
      
        
        

      

      
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    4.3 Purchaser Status. The
Purchaser represents and warrants that he is not a "U.S. person" as such term is
defined in Rule 902(k) of Regulation S under the Securities Act.

     

    4.4 Experience of the
Purchaser. The Purchaser, either alone or together with his
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Shares, and has so evaluated the merits and
risks of such investment. The Purchaser is able to bear the economic risk of an
investment in the Shares and, at the present time, is able to afford a complete
loss of such investment.

     

    4.5 Disclosure of
Information. The Purchaser has had an opportunity to receive all
information related to the Company requested by him and to ask questions of and
receive answers from the Seller regarding the Company, its business and the
terms and conditions of the offering of the Shares. The Purchaser acknowledges
receipt of copies of the SEC Filings. Neither such inquiries nor any other due
diligence investigation conducted by the Purchaser shall modify, amend or affect
the Purchaser's right to rely on the Seller's representations and warranties
contained in this Agreement.

     

    4.6 Restricted
Securities. The Purchaser understands that the Securities are
characterized as "restricted securities" under the U.S. federal securities laws
inasmuch as they are being acquired from the Seller in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act only
in certain limited circumstances.

     

    4.7 Legend. The Purchaser
understands and agrees that the certificate(s) or the documents representing the
Shares will bear one or more restrictive legends determined by counsel to the
Company to be necessary or appropriate in order to comply with United States
federal or state securities laws or to secure or protect any applicable
exemptions from registration or qualification, including a legend in
substantially the following form and the Purchaser agrees to abide by the terms
thereof:

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER APPLICABLE SECURITIES LAW OF ANY
STATE OR OTHER JURISDICTION, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED
BY REGULATION S PROMULGATED UNDER THE ACT. THESE SECURITIES CANNOT BE
TRANSFERRED, OFFERED, OR SOLD IN THE UNITED STATES OR TO A "U.S. PERSON" (AS
THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS SUCH
SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
THE CORPORATION AND ITS COUNSEL. HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.


     

    4.8  No General
Solicitation. The Purchaser is not purchasing the Shares as a result of
any
"general solicitation" or "general advertising" (as such terms are defined in
Regulation D), which includes,
but is not limited to, any advertisement, article, notice or other communication
regarding the Securities
published in any newspaper, magazine or similar media or on the internet or
broadcast over television,
radio or the internet or presented at any seminar or any other general
solicitation or general advertisement.

    


    
      
        
        

      

      
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    5.       
 Conditions to
Closing.

     

    5.1 Conditions to the
Purchaser's Obligations. The obligation of the Purchaser to purchase the
Shares at the Closing is subject to the fulfillment to the Purchaser's
satisfaction, on or prior to the Closing, of the following conditions, any of
which may be waived by the Purchaser:

     

    (a)      The
representations and warranties made by the Seller in Section 3 hereof shall
be true
and correct at all times prior to and on the Closing. The Seller shall have
performed in all material respects
all obligations and conditions herein required to be performed or observed by
him on or prior to the Closing.

     

    (b)        The
Seller shall have obtained any and all consents, permits, approvals,
registrations
and waivers necessary or appropriate for consummation of the purchase and sale
of the Shares and the
consummation of the transactions contemplated by this Agreement, all of which
shall be in full force and
effect.

     

    (c)      The
Seller shall have delivered to the Escrow Agent each of the
following:

     

    (i)     The
certificate(s) evidencing the Shares as set forth in Section 2;

     

    (ii)    All
Company records and minute books, including, but not limited to:

     

    (A) the
Company's organizational documents, including the articles of incorporation, as
currently in effect;

     

    (B) the
Company's bylaws, as currently in effect; (C) any and all meeting minutes,
written consents and resolutions of the board of directors of the Company from
the date of the Company's inception through the Closing; and (D) any and all
shareholder meeting minutes, written consents and resolutions of the
shareholders of the Company from the date of the Company's inception through the
Closing;

     

    (iii)     All
Company records related to its status as a Company filing periodic reports
with the SEC, including, but not limited to: (A) proof of DTC eligibility,
including evidence that DTC shall
not have placed any restrictions or freezes on those shares of the Company's
common stock registered
pursuant to its registration statement on Form SB-2 filed with the SEC on
October 31, 2007, as subsequently
amended; (B) the Company's EDGAR filer codes; (C) all necessary contact
information for the Company's
transfer agent, auditors, accountants, bookkeepers, legal counsel, and such
other service providers
as the Purchaser may deem advisable; (D) true and complete copies of the SEC
Filings; and (E) the Company's
FINRA application, any and all correspondence to or from FINRA, and true and
complete copies of all
shareholder documents submitted to FINRA, including, but not limited to,
subscription agreements and cancelled
checks;

     

    (iv)      True
and complete copies of all contracts, agreements, shareholderagreements,
mortgages, deeds, indentures, notes, choses in action, liens and any other
agreements to whichthe
Company is a party or by which the Company or any of its properties are
bound;

     

    (v)    Evidence
of the repayment, cancellation or forgiveness of all Company indebtedness,
including, but not limited to, all outstanding shareholder loans (except for the
Shareholder Loans to
be repaid at Closing pursuant to Section 1), third party loans and outstanding
accounts payable to all vendors
and service providers ("Company Debt"),
including statements satisfactory to Purchaser that reflect that
there no monies are owed to such shareholders, lenders, vendors and service
providers. If, as of the Effective
Date of this Agreement, there remains any outstanding Company Debt, such sums
shall be offset against
the Purchase Price to be delivered to Escrow Agent pursuant to Section 2 above,
and any remaining balance
of the Shareholder Loans, to the extent not repaid pursuant to the offset of the
Purchase Price as described herein, shall be forgiven and cancelled;
and

     

     

    
      
        
        

      

      
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    (vi)    
Company bank account information, including, but not limited to, bank name,
contact information, account number, and account balance.

     

    (d) All
current officers and directors of the Company shall have resigned effective as
of the Closing, and Seller shall have facilitated the appointment of Purchaser
as sole officer and director of the Company effective as of the
Closing.

     

    (e) No
judgment, writ, order, injunction, award or decree of or by any court, or judge,
justice or magistrate, including any bankruptcy court or judge, or any order of
or by any governmental authority, shall have been issued, and no action or
proceeding shall have been instituted by any governmental authority, enjoining
or preventing the consummation of the transactions contemplated hereby or in the
other Transaction Documents.

     

    (f) No stop
order or suspension of trading shall have been imposed by the SEC or any other
governmental or regulatory body with respect to public trading in the Company's
common stock.

     

    5.2  Conditions to Obligations of
the Seller. The Seller's obligation to sell and issue the Shares to
Purchaser at the Closing is subject to the fulfillment to the satisfaction of
the Seller on or prior to the
Closing of the following conditions, any of which may be waived by the
Seller:

     

    (a)      The
representations and warranties made by the Purchaser in Section 4 hereof
shall be
true and correct in all material respects when made, and shall be true and
correct in all material respects
on the Closing.

     

    (b)      The
Purchaser shall have delivered the remaining balance of the Purchase Pric
to the
Escrow Agent.

     

    5.3          Termination of Obligations
to Effect Closing; Effects.

     

    (a)           The
obligations of the Seller, on the one hand, and the Purchaser, on the
other
hand, to effect the Closing shall terminate as follows:

     

    (i)           Upon
the mutual written consent of the Seller and the Purchaser;


     

    (ii)           By
the Seller if any of the conditions set forth in Section 5.2 shall have
become incapable of fulfillment, and shall not have been waived by the
Seller;

     

    (iii)           By
the Purchaser if any of the conditions set forth in Section 5.1 shall
have become incapable of fulfillment, and shall not have been waived by the
Purchaser; or

     

    (iv)           By
either the Seller or the Purchaser (with respect to itself only) if the
Closing has not occurred on or prior to February 12, 2010, or such later date as
the parties may agree to in
writing; provided, however, that, except
in the case of clause (i) above, the party seeking to terminate its obligation
to effect the Closing shall not then be in breach of any of its representations,
warranties, covenants or
agreements contained in this Agreement if such breach has resulted in the
circumstances giving rise to such
party's seeking to terminate its obligation to effect the Closing.

     

     

    
      
        
        

      

      
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    (b)       In
the event of termination by the Seller or the Purchaser of its obligations to
effect
the Closing pursuant to this Section 5.3, written notice thereof shall forthwith
be given to the other party.
Nothing in this Section 5.3 shall be deemed to release any party from any
liability for any breach by such party of the terms and provisions of this
Agreement or to impair the right of any party to compel specific performance by
any other party of its obligations under this Agreement. Further, so long as
Seller is not in breach of any of his representations, warranties or obligations
under this Agreement, in the event of termination of this Agreement, except for
a termination pursuant to Section 5.3(a)(i), the amount of Five Thousand Dollars
($5,000), as deposited by Purchaser with Escrow Agent to be applied to the
Purchase Price, shall be delivered to the Seller as a non-refundable deposit,
and the certificate(s) evidencing the Shares shall be returned to
Seller.

     

    6.           Covenants and Agreements of
the Seller.

     

    6.1 Securities Laws Disclosure;
Publicity. The Seller shall make such filings with the SEC as may be
required following the Closing, when and as due. The Seller and the Purchaser
shall consult with each other in issuing any press releases with respect to the
transactions contemplated hereby, and neither the Seller nor the Purchaser shall
issue any such press release or otherwise make any such public statement without
the prior consent of the other, which consent shall not unreasonably be withheld
or delayed, except if such disclosure is required by law, in which case the
disclosing party shall promptly provide the other party with prior notice of
such public statement or communication. Further, the parties acknowledge and
agree that all such press releases shall conform with the requirements of Rule
135c of the Securities Act.

     

    6.2 Company Quarterly Report on
Form 10-Q. The Seller agrees to, within ten (10) business days of the
Effective Date, provide Purchaser with Company financial statements for the
quarterly period ended January 31, 2010, as prepared by the Company's principal
financial officer in conjunction with the Company's independent accountants, in
a form reasonably acceptable to Purchaser and provide such assistance as may be
reasonably requested by Purchaser in order to timely prepare and file with the
SEC the Company's quarterly report on Form 10-Q for such reporting
period.

     

    7.           Survival and
Indemnification.

     

    7.1 Survival. The
representations, warranties, covenants and agreements contained in this
Agreement shall survive the Closing of the transactions contemplated by this
Agreement.

     

    7.2 Indemnification. The
Seller agrees to indemnify and hold harmless the Purchaser and his affiliates
and their respective directors, officers, members, managers, employees and
agents from and against any and all losses, claims, damages, liabilities and
expenses (including without limitation reasonable attorney fees and
disbursements and other expenses incurred in connection with investigating,
preparing or defending any action, claim or proceeding, pending or threatened
and the costs of enforcement thereof) to which such Person may become subject as
a result of any breach of representation, warranty, covenant or agreement made
by or to be performed on the part of the Seller under this Agreement, and will
reimburse any such Person for all such amounts as they are incurred by such
Person.

     

    8.           Miscellaneous.

     

    8.1 Successors and
Assigns. This Agreement may not be assigned by a party hereto without the
prior written consent of the Seller or the Purchaser, as applicable. The
provisions of this Agreement shall inure to the benefit of and be binding upon
the respective permitted successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

     

     

    
      
        
        

      

      
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    8.2 Counterparts; Faxes.
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 and the
same instrument. This Agreement may also be executed and delivered by facsimile
or similar instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen.

     

    8.3 Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this
Agreement.

     

    8.4 Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given as hereinafter
described (i) if given by personal delivery, then such notice shall be deemed
given upon such delivery, (ii) if given by telex or telecopier, then such notice
shall be deemed given upon receipt of confirmation of complete transmittal,
(iii) if given by mail, then such notice shall be deemed given upon the earlier
of (A) receipt of such notice by the recipient or (B) three days after such
notice is deposited in first class mail, postage prepaid, and (iv) if given by
an internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier. All notices shall
be addressed to the party to be notified at the address as set forth on the
signature page hereto, or at such other address as such party may designate by
ten days' advance written notice to the other party:

     

    8.5 Expenses. The parties
hereto shall pay their own costs and expenses in connectio herewith.

     

    8.6 Amendments and
Waivers. Any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Seller and the Purchaser.

     

    8.7 Severability. Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by applicable law, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereby waive any provision of law which
renders any provision hereof prohibited or unenforceable in any
respect.

     

    8.8 Entire Agreement.
This Agreement, including any Exhibits and Schedules attached hereto, constitute
the entire agreement among the parties hereof with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings, both
oral and written, between the parties with respect to the subject matter hereof
and thereof.

     

    8.9 Further Assurances.
The parties shall execute and deliver all such further instruments and documents
and take all such other actions as may reasonably be required to carry out the
transactions contemplated hereby and to evidence the fulfillment of the
agreements herein contained.

     

     

    
      
        
        

      

      
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    8.10 Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of Nevada
without regard to the choice of law principles thereof. Each of the parties
hereto irrevocably submits to the exclusive jurisdiction of the courts of the
State of Nevada located in Washoe County for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. Service of process in connection with any such
suit, action or proceeding may be served on each party hereto anywhere in the
world by the same methods as are specified for the giving of notices under this
Agreement (other than by telex or facsimile which shall be deemed improper
service). Each of the parties hereto irrevocably consents to the jurisdiction of
any such court in any such suit, action or proceeding and to the laying of venue
in such court. Each party hereto irrevocably waives any objection to the laying
of venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum. EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH
RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.

     

    8.11     Currency. All amounts
referenced and set forth herein hall be in lawful money of the United
States.

    


     

    [SIGNA
TURE PA GEIMMEDIA TEL Y FOLL OWS]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above
written.

    


    


     

    THE
SELLER:

    


    ________________________________________________________________

    John
Fahlberg 

     

    Address
for Notice:

     

    _________________________________

     

    _________________________________

    


    


    THE
PURCHASER:

    


    ________________________________________________________________

    Johannes
Petersen 

     

    Address
for Notice:

     

    __________________________________

     

    __________________________________


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    Schedule 3.11


     

    Company
Obligations 

     

    None.

    


     

     

     

     

    


    


    


    


    


    


    


    


    


    


    


    


     

    Schedule
3.11

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      EXHIBIT A


       

       

      Escrow
Agreement

    

    


    


    


    


    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Exhibit
A