exv10w8



 


Exhibit 10.8


STOCK PURCHASE AGREEMENT



     This STOCK PURCHASE AGREEMENT (“Agreement”) is dated June 30, 2003, and is
entered into by and between LIBERTÉ INVESTORS INC., a Delaware corporation (the
“Company”), and DONALD J. EDWARDS, a resident of the State of Illinois
(“Edwards”).


     WHEREAS, in accordance with the terms and conditions of Section 4(h) of
that certain Employment Agreement dated as of July 1, 2002, by and between
Edwards and the Company (the “Employment Agreement”), the Company has agreed to
sell to Edwards up to 333,333 shares of its common stock, par value $0.01 per
share (the “Purchased Shares”), at a purchase price of $3.00 per share; and


     WHEREAS, Edwards previously purchased 166,667 shares of the Purchased
Shares pursuant to his Employment Agreement, as evidenced by that certain Stock
Purchase Agreement dated as of July 9, 2002, by and between Edwards and the
Company; and


     WHEREAS, Edwards now desires to purchase and the Company has agreed to
sell the remaining 166,666 shares (the “Shares”) of the Purchased Shares at a
purchase price of $3.00 per Share, in accordance with the terms of the
Employment Agreement.


     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in the Employment Agreement and other good and valuable consideration, the
sufficiency of which are hereby acknowledged, the parties to this Agreement
agree as follows:


1. SALE OF STOCK



     1.1    Sale of Stock. Subject to the terms and conditions stated in this
Agreement, the Company shall sell, assign, transfer and deliver the Shares to
Edwards, and Edwards shall purchase the Shares from the Company upon execution
of this Agreement (the “Closing”).


     1.2.    Purchase Price. The purchase price to be paid by Edwards to the
Company for the Shares is $3.00 per share (the “Purchase Price”), which amount
shall be paid in cash at Closing by wire transfer or by delivery by Edwards to
the Company of a cashier’s or bank check by overnight delivery on the business
day immediately following the Closing.


     1.3.    Representation by Edwards. Edwards hereby represents and warrants to
the Company that he is acquiring the Shares for his own account and for
investment purposes and not with a view to their distribution within the
meaning of Section 2(11) of the Securities Act of 1933, as amended.


2. CLOSING OF PURCHASE



     2.1.    Closing. The purchase and sale transaction referred to in Section
1.1 shall take place on the date hereof at the offices of the Company in
Dallas, Texas, or at such other time and place as the parties to this Agreement
shall mutually agree upon.


 






 


     2.2.    Closing Deliveries. At or promptly following the Closing, (i)
Edwards shall deliver to the Company the Purchase Price, as provided above, and
(ii) the Company shall deliver to Edwards a certificate representing the Shares
being sold on such date.


3. MISCELLANEOUS



     3.1.    Captions. The captions used in this Agreement are for reference
purposes only, and shall not in any way affect the meaning or interpretation of
this Agreement.


     3.2.    Parties in Interest. This Agreement shall be binding upon and shall
inure to the benefit of the parties to this Agreement and their respective
heirs, executors, administrators, successors and assigns.


     3.3.    Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.


     3.4.    Entire Agreement. This Agreement and the Employment Agreement
contain the entire understanding of the parties to this Agreement with respect
to the subject matter contained in this Agreement. This Agreement and the
Employment Agreement supersede all prior agreements and understandings between
the parties with respect to such subject matter.


     3.5.    Survival of Representations and Covenants. All representations,
warranties, covenants, and agreements made by the respective parties to this
Agreement hereto shall survive the consummation of the transactions
contemplated by this Agreement.


     3.6.    Further Assurances. Each of the parties to this Agreement agrees
that it will perform all such further acts and execute and deliver all such
further documents as may be reasonably required in connection with the
consummation of the transactions contemplated hereby in accordance with the
terms of this Agreement.


     3.7.    Governing Law. THIS AGREEMENT IS MADE PURSUANT TO, WILL BE
CONSTRUED UNDER, AND WILL BE CONCLUSIVELY DEEMED FOR ALL PURPOSES TO HAVE BEEN
EXECUTED AND DELIVERED UNDER, THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS.


* * * * *



 






 





     IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the date first written above.



	 	 	 	 	 	 	 	 	 
	THE COMPANY:	 	LIBERTÉ INVESTORS INC.
	 	 	 	 	 	 	 	 	 
	 	 	
By:
	 	 
	 	 
	 	/s/ Ellen V. Billings
	 	 	 	

	 	 	
Name:
	 	 	 	 	 	Ellen V. Billings
	 	 	
Title:
	 	 	 	 	 	Vice President, Secretary and Treasurer
	 	 	 	 	 	 	 	 	 
	EDWARDS:	 	 	 	 	 	 	 	/s/ Donald J. Edwards
	 	 	

	 	 	Donald J. Edwards