textech_sb2-ex1001.htm

EXHIBIT
    10.1

     

    STOCK
      PURCHASE
      AGREEMENT

     

    This
      Stock Purchase Agreement (the “Agreement”) is entered into between
      Textechnologies, Inc, (the “Purchaser”), Charms Investments Limited (the
“Seller”) and Centra Bella Ltd, (the “Company”), effective as of August
      25th,
      2006
      (the “Effective Date”) For purposes of this Agreement, each of Purchaser and
      Seller shall be referred to individually as a “Party” and both of them shall be
      referred to collectively as the “Parties” 

    Recitals

     

    A.    Seller
      desires to sell all of the outstanding and issued shares (the “Stock”) of CENTRA
      BELLA LIMITED a company registered under the laws of England and Wales under
      company number ________, owned by seller, which stock constitutes 100% of the
      total issued and outstanding shares of CENTRA BELLA LIMITED which owns and
      operates a business known as TEKPRINT.CO.UK located in Swindon, United Kingdom
      and owns a subsidiary company known as Middleton Settlement that owns and
      operates a business known as Micro Graphics. 

     

    B.    Buyer
      desires to pay the entire purchase consideration by delivery to the seller
      of
      shares in the publicly traded company known as Textechnologies, Inc, and seller
      has agreed to accept as payment of the purchase price certain common shares
      of
      Textechnologies, Inc., as more fully described herein. 

     

    C.    Seller
      wishes to sell 100 % of the issued and outstanding common stock of CENTRA BELLA
      LIMITED to Purchaser, and Purchaser wishes to purchase 100% of the common stock
      of CENTRA BELLA LIMITED from Seller, according to the terms and conditions
      of
      this Agreement.

     

    Agreement

     

    In
      consideration of the premises and of the mutual covenants contained in this
      Agreement, the Parties agree as follows: 

     

    1.    Purchase
      of Stock of CENTRA
      BELLA LIMITED 

     

    1.1    Purchase
      and
      Sale.
      Subject
      to the terms and conditions of this Agreement, Seller agrees to sell to
      Purchaser, and Purchaser agrees to purchase from Seller, all of the common
      stock
      of CENTRA BELLA LIMITED, a UK company, owned and controlled by seller as of
      date
      hereof. 

     

    1.2    Purchase
      Price.
      The
      Purchase Price for the CENTRA BELLA Stock shall be 3,000,000 (Three Million)
      shares of Class A common stock of Textechnologies, Inc (Trading Symbol TXTG.pk)
      the (“Purchase Price”). 

     

    1.3    Closing.
      The
      purchase and sale of the stock of CENTRA BELLA LIMITED shall be consummated
      in
      the manner described in this Section 1.3. Closing shall occur on or before
      August 25th,
      2006
“Closing Date”). All parties agree that all representations, covenants and
      warranties set fourth herein shall be true and correct as of the Closing Date,
      and same shall be a condition to Closing. At Closing, the following shall
      occur:

     

    (a)    Purchaser
      shall deliver to seller registered in Seller’s name a certificate for Three
      Million (3,000,000) shares of unregistered common stock of Textechnologies,
      Inc.
      (TXTG.pk). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)    Upon
      receipt of the consideration specified in paragraph 1.2, Seller shall deliver
      to
      the Purchaser:

    


    (i)    a
      stock
      certificate or certificates representing 100 % of the issued and outstanding
      common stock of CENTRA BELLA, together with Seller’s signature, which signature
      shall be guaranteed by an eligible guarantor institution with membership in
      an
      approved signature guaranty medallion program pursuant to Securities and
      Exchange Commission Rule 17A8-15 if so requested by the Purchaser, together
      with
      all Company’s kits including, and all documents relating to the
      Company.

     

    (ii)    A
      certificate Good Standing confirming that CENTRA BELLA is incorporated and
      in
      good standing as of the closing date.

     

    (iii)   All
      Books
      and Records of the Company including but not limited to: By-laws, Articles
      of
      Incorporation (amendments, if any) and Minute Book.

     

    (iv)   A
      certificate from all officers of CENTRA BELLA acknowledging that the
      representations and warranties of the Company set forth herein are true and
      correct as of the Closing.

     

    2.    Representations
      0f
      Seller.
      Seller
      represents, warrants and agrees to and with Purchaser as follows as of the
      Effective Date and as of the date (the “Closing Date”) on which the purchase and
      sale of the Shares is consummated:

     

    (a)    Seller
      is
      the sole beneficial, legal, and record owner of the CENTRA BELLA LIMITED Shares,
      and has good and marketable title to the Shares;

     

    (b)    Seller
      has full power, authority, and legal right to sell the Shares; 

     

    (c)    There
      are
      no charges, claims, liens, pledges, or other encumbrances on the
      Shares;

     

    (d)    This
      Agreement constitutes a legal and binding obligation of the Seller, and is
      valid
      and enforceable against the Seller and Seller’s successors in accordance with
      its terms; 

     

    (e)    Other
      than applicable securities laws, there are no restrictions on Seller’s right or
      ability to sell the Shares to Purchaser;

     

    (f)    
The
      Shares are registrable in the name of the Purchaser;

     

    (g)    The
      Seller has full power, authority, and legal right to sell the Shares to the
      Purchaser pursuant to the terms of this Agreement;

     

    (h)    The
      execution, delivery and performance of this Agreement by the Seller does not
      require the consent or approval of any other person, entity or governmental
      agency. This Agreement has been duly executed and delivered by Seller and
      constitutes a legal, valid and binding obligations of Seller, enforceable
      against Seller in accordance with its terms and not in violation of any other
      agreements, instruments, order or judgment by which Seller is bound or subject.
      The Seller has the full right, power and authority to enter into this Agreement,
      to consummate the transactions contemplated hereby and to perform its
      obligations under this Agreement, and has taken all necessary action to
      authorize such execution, delivery and performance. Seller has duly executed
      and
      delivered this Agreement, which is a legal, valid and binding obligation of
      Seller, enforceable against Seller in accordance with its terms, except as
      such
      enforceability may be limited by applicable bankruptcy, insolvency and similar
      laws relating to creditors’ rights generally and by general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law) 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (i)    The
      execution and delivery of this Agreement and the performance of the obligations
      imposed on Seller hereunder will not result in a violation of any order, decree
      or judgment of any court or governmental agency having jurisdiction over Seller
      or Seller's properties, will not conflict with constitute a default under,
      or
      result in the breach of, any contract, agreement or other instrument to which
      Seller is a party or is otherwise bound and no consent, authorization or order
      of, or filing or registration with, any court or governmental agency is required
      for the execution, delivery and performance of this Agreement by
      Seller;

     

    (j)    There
      is
      no litigation or proceeding pending or, to the best knowledge of Seller,
      threatened, against Seller, which would have an effect on the validity or
      performance of this Agreement;

    


    (k)    There
      are
      no restrictions on the transfer of the Shares to Purchaser and Purchaser is
      entitled to have the Shares registered in its name;

    


    (l)    
Upon
      delivery of the Shares and payment of the consideration therefor pursuant to
      this Agreement, title to such securities, free and clear of all liens,
      encumbrances and pledges (except for restrictions on transferability under
      the
      Act), will pass to the Purchaser. The delivery of the Shares to the Purchaser
      pursuant to this Agreement will transfer legal and valid title thereto, free
      and
      clear of all liens, claims, charges and other encumbrances and other than as
      set
      forth herein, subject to no condition to, or restriction on, the ability of
      the
      holder thereof to sell, assign or otherwise transfer such securities, whether
      set forth in such security or arising under contract or by operation of law,
      except for restrictions on transferability under the Act and any applicable
      state securities laws;

     

    (m)    Seller
      shall take all action necessary, as the Purchaser shall request, to cause the
      Company and/or its transfer agent to have the Purchaser registered as the holder
      of record of such securities at no cost to the Purchaser; 

     

    (n)    The
      Shares are not subject to any right of first refusal or other similar right
      in
      favor of any person;

     

    (o)    Seller
      is
      a director, officer, and major stockholder of the Company; and

     

    3.    Representations
      0f
      Purchaser.
      Purchaser hereby represents, warrants, and agrees to and with Seller as
      follows:

     

    (a)    Purchaser
      has full power, authority, and legal right to purchase the Shares from Seller,
      and the execution of this Agreement by Purchaser does not require the consent
      of, or notice to, any party not previously obtained or given; 

     

    (b)    This
      Agreement constitutes a legal and binding obligation of the Purchaser, and
      is
      valid and enforceable against Purchaser and Purchaser’s successors in accordance
      with its terms;

     

    (c)    Investment
      Representations.

     

    (i)    Seller
      acknowledges being informed that the Company’s common stock is being received as
      part of the purchase consideration and delivered at closing to Purchaser is
      not
      registered under the Securities Act of 1933;

     

    (ii)    Seller
      has not obtained any representative to review or evaluate its purchase of common
      stock in the Company and, by reason of Purchaser’s knowledge and experience in
      financial and business matters in general, Purchaser is capable of evaluating
      the merits and risks of this transaction; seller has been afforded the
      opportunity to have his financial and or legal advisor review or evaluate the
      merits of the transaction herein contemplated. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii)   Seller
      has examined this Agreement and has been given access to all underlying
      documents related to this transaction, or will be on or before the Closing
      date,
      and is (or will be) satisfied that it has received such information as Purchaser
      deems necessary or appropriate as a prudent and knowledgeable investor to verify
      the accuracy of such information and to evaluate the merits and risks of buying
      common stock in the Company. Purchaser has carefully evaluated its financial
      resources, investment condition and the risks attendant upon this investment,
      and acknowledges that it is able to bear the economic risks of this
      investment;

     

    (iv)   Seller
      realizes that neither the Securities and Exchange Commission nor the securities
      regulatory body of any country or state has received, considered or passed
      upon
      the accuracy or adequacy of the information and representations made in this
      Agreement;

     

    (v)    At
      the
      time of this Agreement or on or before the Closing, seller reviewed the economic
      consequences of this Agreement, was afforded access to the books and records
      of
      the Company (including but not limited to corporate minute book and filings
      with
      the U.S. Securities and Exchange Commission), conducted an independent
      investigation of the business of the Company, and was fully familiar with the
      financial affairs of the Company. Seller has had the opportunity to discuss
      the
      sale of the Shares with Purchaser and the Company, and seller has obtained
      or
      been given access to all information concerning, including information
      concerning the Closing, that seller has requested;

     

    (vii)   Seller
      confirms that it has such knowledge and experience in financial and business
      matters that it is capable of evaluating the merits and risks of an investment
      in the Company and of making an informed investment decision. Seller understands
      the term "accredited investor" as used in Regulation D promulgated under the
      United States Securities Act of 1933 and represents and warrants to the
      purchaser  
      Textechnologies, Inc. that seller is an "accredited investor" for purposes
      of
      acquiring the Common Stock purchased by it hereunder;

     

    (viii)   Seller
      acknowledges being informed and agrees that certificates for Company common
      stock issued to it are subject to the provisions of securities Regulations
      and

     

    (viv)   Both
      parties hereby acknowledge that this is not an arms length transaction per
      se as
      Seller is the largest bloc shareholder of Textechnologies, Inc., though both
      acknowledge that the consideration given is both adequate and fair given current
      market evaluations of the company. 

     

    (d)    Previous Agreements.
      Neither
      then execution, delivery, nor performance of this Agreement shall conflict
      with
      or result in the breach of any material term, condition, provision of or
      constitute a default under any material agreement, contract instrument or lease
      to which Purchaser is a party or by which Purchaser is bound. 

     

    (e)    Seller
      understands that the Shares and the transfer of Shares pursuant to this
      Agreement have not been registered under federal or state securities laws and
      the Shares are “restricted” securities as defined in Rule 144 under the
      Securities Act of 1933, as amended (the “Act”). Purchaser understands that the
      sale, offer for sale, transfer, pledge or hypothecation of the Shares may only
      be accomplished if there is an effective registration statement covering that
      transaction (under applicable U.S. federal and state securities laws) or if
      the
      transaction is exempt from registration (under all U.S. federal and state
      securities laws)

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (f)    Purchaser
      understands that until Closing, Seller shall continue as a director, officer,
      and major stockholder of CENTRA BELLA LIMITED, and shall operate the business
      in
      the ordinary course of business. 

     

    4.    Representations
      of the
      Company. 

    


    4.1    Due
      Organization and
      Qualification; Subsidiaries; Due Authorization.
       The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of its jurisdiction of formation, with full corporate
      power and authority to own, lease and operate its respective business and
      properties and to carry on its respective business in the places and in the
      manner as presently conducted. The Company is in good standing as a foreign
      corporation in each jurisdiction in which the properties owned, leased or
      operated, or the business conducted, by it requires such qualification. The
      undersigned signatory executing this Agreement on behalf of the Company is
      the
      President of the Company and has full authority to execute this Agreement on
      behalf of the Company. The Board of Directors of the Company have approved
      the
      transactions contemplated by this Agreement. 

     

    (a)    The
      Company does not own, directly or indirectly, any capital stock, equity or
      interest in any corporation, firm, partnership, joint venture or other
      entity.

     

    (b)    The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement, and to consummate the transactions contemplated hereby and
      thereby. The Company has taken all corporate action necessary for the execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby, and this Agreement constitutes the valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its respective terms, except as may be affected by bankruptcy, insolvency,
      moratoria or other similar laws affecting the enforcement of creditors’ rights
      generally and subject to the qualification that the availability of equitable
      remedies is subject to the discretion of the court before which any proceeding
      therefore may be brought.

     

    4.2    No
      Conflicts or
      Defaults.
      The
      execution and delivery of this Agreement by the Company and the consummation
      of
      the transactions contemplated hereby do not and shall not (a) contravene the
      Certificate of Incorporation or By-laws of the Company or (b) with or without
      the giving of notice or the passage of time (i) violate, conflict with, or
      result in a breach of, or a default or loss of rights under, any covenant,
      agreement, mortgage, indenture, lease, instrument, permit or license to which
      the Company is a party or by which the Company is bound, or any judgment, order
      or decree, or any law, rule or regulation to which the Company is subject,
      (ii)
      result in the creation of, or give any party the right to create, any lien,
      charge, encumbrance or any other right or adverse interest (“Liens”) upon any of
      the assets of the Company, (iii) terminate or give any party the right to
      terminate, amend, abandon or refuse to perform, any agreement, arrangement
      or
      commitment to which the Company is a party or by which the Company’s assets are
      bound, or (iv) accelerate or modify, or give any party the right to accelerate
      or modify, the time within which, or the terms under which, the Company is
      to
      perform any duties or obligations or receive any rights or benefits under any
      agreement, arrangement or commitment to which it is a party.

     

    4.3    Financial
      Statements.
      The
      Company shall provided seller financial information, including copies of the
      balance sheets of the Company at 2002, 2003, and 2004 the related statements
      of
      operations and stockholders’ cash flows for the fiscal years then ended,
      including the notes thereto, as audited by the Company, chartered accountants,
      and the balance sheet of the Company (all such statements being referred to
      collectively as the “Financial Statements”). The Financial Statements, together
      with the notes thereto, have been prepared in accordance with U.S. generally
      accepted accounting principles applied on a basis consistent throughout all
      periods presented. These statements present fairly the financial position of
      the
      Company as of the dates and for the periods indicated. The books of account
      and
      other financial records of the Company have been maintained in accordance with
      good business practices. The Company is aware of no facts or circumstance,
      not
      disclosed in the Company’s SEC Reports or hereby which adversely affects the
      Company assets or affects the financial condition of the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.4    Indebtedness;
      Contracts; No
      Defaults.
      The
      Company has no instruments, agreements, indentures, mortgages, guarantees,
      notes, commitments, accommodations, letters of credit or other arrangements
      or
      understandings, whether written or oral, to which the Company is a party that
      are currently in default or past due.

     

    (a)    Neither
      the Company, nor any other person or entity is in breach or in default under
      any
      contract, agreement, arrangement, commitment or plan to which the Company is
      a
      party, and no event or action has occurred, is pending or is threatened, which,
      after the giving of notice, passage of time or otherwise, would constitute
      or
      result in such a breach or default by the Company or any other person or entity.
      The Company has not received any notice of default under any contract,
      agreement, arrangement, commitment or plan to which it is a party.

     

    (i)    any
      agreement of any nature including but not limited to: any employment or
      consulting agreement, contract or commitment, with any employee or individual
      consultation or salesperson or consulting or sales agreement, contract or
      commitment with a firm or other organization; any agreement or plan, including,
      without limitation, any stock option plans, stock appreciation rights plan
      or
      stock purchase plan, any of the benefits of which will be increased, or the
      vesting of benefits of which will be accelerated, by the occurrence of any
      of
      the transactions contemplated by this Agreement or the value of any of the
      benefits of which will be calculated on the basis of any of the transactions
      contemplated by this Agreement, any agreement, contract or commitment containing
      any covenant limiting the freedom of Textechnologies, Inc. to engage in any
      line
      of business or to compete with any person; any agreement, contract or commitment
      relating to capital expenditures and involving future payments; any agreement,
      contract or commitment relating to the disposition or acquisition of assets
      or
      any interest in any business enterprise any dealer, distribution, joint
      marketing or development agreement; or any other agreement, contract or
      commitment.

     

    (ii)    any
      fidelity or surety bond or completion bond;

     

    (iii)   any
      lease
      of personal property;

     

    (iv)   any
      mortgages, indentures, loans or credit agreements, security agreements or other
      agreements or instruments relating to the borrowing of money or extension of
      credit;

     

    (v)    any
      purchase order or contract for the purchase of materials; and

     

    (vi)   any
      construction contracts.

    


    4.5    Real
      Property.
      The
      Company currently is leasing it’s space and in negotiations with the Landlord
      for possible purchase of the property outright.

     

    4.6    Compliance
      with
      Law.
      The
      Company is not conducting its respective business or affairs in violation of
      any
      applicable federal, state or local law, ordinance, rule, regulation, court
      or
      administrative order, decree or process, or any requirement of insurance
      carriers. The Company has not received any notice of violation or claimed
      violation of any such law, ordinance, rule, regulation, order, decree, process
      or requirement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (a)    The
      Company is in compliance with all applicable federal, state, and local laws
      and
      regulations relating to the protection of the environment and human health.
      There are no claims, notices, actions, suits, hearings, investigations,
      inquiries or proceedings pending or, to the knowledge of the Company, threatened
      against the Company that are based on or related to any environmental matters
      or
      the failure to have any required environmental permits, and there are no past
      or
      present conditions that the Company has reason to believe are likely to give
      rise to any liability or other obligations of the Company under any
      environmental laws.

     

    4.7    Permits
      and
      Licenses.
      The
      Company is current in all certificates of occupancy, rights, permits,
      certificates, licenses, franchises, approvals and other authorizations as are
      reasonably necessary to conduct its respective business and to own, lease,
      use,
      operate and occupy its assets, at the places and in the manner now conducted
      and
      operated. The Company has not received any written or oral notice or claim
      pertaining to the failure to obtain any permit, certificate, license, approval
      or other authorization required by any federal, state or local agency or other
      regulatory body.

     

    4.8    Litigation.
      There
      is no claim, dispute, action, suit, proceeding or investigation pending or,
      to
      the knowledge of the Company, threatened, against or affecting the business
      of
      the Company, or challenging the validity or propriety of the transactions
      contemplated by this Agreement, at law or in equity or admiralty or before
      any
      federal, state, local, foreign or other governmental authority, board, agency,
      commission or instrumentality, nor to the knowledge of Centra Bella has any
      such
      claim, dispute, action, suit, proceeding or investigation been pending or
      threatened, during the 12 month period preceding the date hereof; (b) there
      is
      no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
      of any court, arbitrator or federal, state, local, foreign or other governmental
      authority, board, agency, commission or instrumentality, against or affecting
      the business of Centra Bella and that it has not received any written or verbal
      inquiry from any federal, state, local, foreign or other governmental authority,
      board, agency, commission or instrumentality concerning the possible violation
      of any law, rule or regulation or any matter disclosed in respect of its
      business.

     

    4.9    Certificate
      of Incorporation
      and By-laws; Minute Books.
      The
      copies of the Certificate of Incorporation and By-laws (or similar governing
      documents) of Centra Bella and all amendments to each are true, correct and
      complete. The minute books of Centra Bella contains true and complete records
      of
      all meetings and consents in lieu of meetings of their respective Board of
      Directors (and any committees thereof), or similar governing bodies, since
      the
      time of their respective organization. To the best of the directors knowledge,
      the stock books of Textechnologies, Inc. are true, correct and
      complete.

     

    4.10   Patents;
      Trademarks and
      Intellectual Property Rights. Textechnologies, Inc. does not own or
      possesses any patents, trademarks, service marks, trade names, copyrights,
      trade
      secrets, licenses, information, Internet web site(s) or proprietary rights
      of
      any nature, nor to Textechnologies, Inc. knowledge is Textechnologies, Inc.
      in
      violation of other’s patents, trademarks, service marks, trade names,
      copyrights, trade secrets, licenses, information, Internet web site(s) or
      proprietary rights of any nature..

     

    4.11   Trading.
      Textechnologies, Inc. Common Stock is currently listed for trading on the OTC
      Pink Sheets (the “Bulletin Board”), and Textechnologies, Inc. has received no
      notice that its Common Stock is subject to being delisted therefrom. To the
      knowledge of Textechnologies, Inc. there is no action, inquiry or investigation
      pending or threatened against Textechnologies, Inc. by Nasdaq, the NASD or
      the
      SEC.

     

    4.12    Consents. 
      No consent, waiver,
      approval, order or authorization of, or registration, declaration or filing
      with, any court, administrative agency or commission or other federal, state,
      county, local or other foreign governmental authority, instrumentality, agency
      or commission (“Governmental
      Entity”)
      is
      required by or with respect to Centra Bella in connection with the execution
      and
      delivery of this Agreement and any Related Agreements to which the Company
      is a
      party or the consummation of the transactions contemplated hereby and thereby,
      except for such consents, waivers, approvals, orders, authorizations,
      registrations, declarations and filings as may be required under applicable
      securities laws.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.20    Employees.
      All
      employees of Centra Bella Limited shall continue to be employed by Centra Bella
      Limited who shall continue to be their employer , the employees of Centra Bella
      shall not become employees of Textechnologies,
      Inc. 

    


    4.21    SEC
      Filings; Financial
      Statements. 
      Textechnologies, Inc. has filed all forms, reports and documents required to
      be
      filed with the SEC (collectively, the “Textechnologies, Inc. SEC
      Reports”).
      The
      Textechnologies, Inc. SEC Reports (i) at the time they were filed, complied
      as to form in all respects with the requirements of the Securities Act or the
      Exchange Act, as the case may be, and (ii) did not at the time they were
      filed (or if amended or superseded by a filing prior to the date of this
      Agreement, then on the date of such filing) contain any untrue statement of
      fact
      or omit to state a fact require to be stated therein or necessary in order
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading. Except to the extent set forth in the preceding sentence,
      Textechnologies, Inc. makes no representation or warranty whatsoever concerning
      the Textechnologies, Inc. SEC Reports as of any time other than the time they
      were filed.

     

    4.22    No
      Changes. 
      In the past 30 calendar days at Centra Bella there have not been, occurred
      or
      arisen any:

     

    (a)    amendments
      or changes to the Certificate of Incorporation or Bylaws

     

    (b)    capital
      expenditure or commitment

     

    (c)    destruction
      of, damage to or loss of any assets, business or customer (whether or not
      covered by insurance);

     

    (d)    labor
      trouble or claim of wrongful discharge or other unlawful labor
      practice

     

    (e)    change
      in
      accounting methods or practices (including any change in depreciation or
      amortization policies or rates) 

     

    (f)    revaluation
      of any assets;

     

    (g)    declaration,
      setting aside or payment of a dividend or other distribution with respect to
      the
      capital stock or any direct or indirect redemption, purchase or other
      acquisition of its capital stock

     

    (h)    increase
      in the salary or other compensation whether cash or equity-based, payable or
      to
      become payable to any of the officers, directors, employees or advisors or
      the
      declaration, payment or commitment or obligation of any kind for the payment,
      of
      a bonus or other salary or compensation to any such person; 

     

    (i)    increase,
      or announcement of any increase, in the wages, salaries, compensation, bonuses,
      incentives, pension, or other benefits payable to any of employees, consultants,
      or directors;

     

    (j)    Loans
      to
      any person or entity, of any indebtedness, of any indebtedness, issuance or
      sale
      of any debt or guaranteeing of any debt securities of others;

     

    
      
        
        

      

      
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    (k)    waiver
      or
      release of any right or claim of including any write-off or other compromise
      of
      any account receivable ;

     

    (l)    
the
      commencement or notice or threat or reasonable basis therefor of any lawsuit;
      

     

    (m)   issuance
      or sale, or contract to issue or sell of any shares of the capital stock or
      any
      or securities exchangeable, convertible or exercisable therefor, or any
      securities, warrants, options or rights to purchase any of the
      foregoing;

     

    (n)   event
      or
      condition of any character that has had or is reasonably likely to have an
      adverse effect upon this transaction; 

     

    (o)   transaction
      outside of the ordinary course of business.

     

    (p)   negotiation
      or agreement or any officer or employee thereof to do any of the things
      described in the preceding clauses (a) through (o). 

     

    4.23    Minute
      Books. 
      The minutes of Centra Bella (to be delivered to counsel for the Purchaser on
      or
      before the Closing Date) are the only minutes of Centra Bella 
      and
      contain a reasonably accurate summary of all meetings of the Board of Directors
      (or committees thereof) of Centra Bella and their respective shareholders or
      actions by written consent since the time of incorporation.

     

    4.24    Environmental
      Matters. 
      

     

    (a)    Hazardous
      Material.
      Centra
      Bella has never: (i) operated any underground storage tanks at any
      propertys at any time owned, operated, occupied or leased;

     

    (b)    Hazardous
      Materials
      Activities.
      The
      Company has never transported, stored, used, manufactured, disposed of, released
      or exposed its employees or others to engaged in any Hazardous Materials in
      violation of any law in effect on or before the Effective Time, nor has either
      of them disposed of, transported, sold, or manufactured any product containing
      a
      Hazardous Material (any or all of the foregoing being collectively referred
      to
      as “Hazardous Materials Activities”). Activities in violation of any rule,
      regulation, treaty or statute promulgated by any Governmental Entity in effect
      prior to or as of the date hereof to prohibit, regulate or control Hazardous
      Materials or any Hazardous Material Activity.

     

    (c)    Environmental
      Liabilities.
      No
      action, proceeding, revocation proceeding, amendment procedure, writ, injunction
      or claim is pending, or to the knowledge of the Company, threatened concerning
      any Environmental Permit, Hazardous Material or any Hazardous Materials Activity
      of the Company. The Company has no knowledge of any fact or circumstance which
      could reasonably be expected to involve the Company in any environmental
      litigation or impose upon the Company any environmental liability.

     

    4.25    Compliance
      with
      Laws. 
      The Company has not received any notices of violation with respect to, has
      complied with, and is not in violation of, and any foreign, federal, state
      or
      local statute, law or regulation. 

     

    4.26    Warranties;
      Indemnities. 
      The Company has not given any warranties or indemnities relating to products
      or
      technology sold or licensed or services rendered by the Company.

     

    4.27    Compliance.
      The
      Company has complied with all laws, regulations and orders applicable to its
      present and proposed business and has all permits, variances, orders, approvals,
      and licenses required thereby. There is no term or provision of any mortgage,
      indenture, contract, agreement or instrument to which the Company is a party
      or
      by which it is bound or of any provision of any existing state or federal
      judgment, decree, order, statute, rule or regulation applicable to or binding
      upon the Company, that would reasonably cause an adverse effect on the Company
      or affect this Agreement, or, so far as the Company may now reasonably foresee,
      in the future is reasonably likely to cause an adverse effect on the Company.
      None of the Shareholders of the Company nor any employee of the Company is
      in
      violation of any term of any contract or covenant (either with the Company
      or
      with another entity) relating to employment, patents, proprietary information
      disclosure, non competition or non-solicitation.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5.    Additional
      Covenants.

     

    5.1    Brokerage
      Commissions and
      Finders’ Fees.
      There
      are no brokerage commissions or finders fees payable as a result of the
      transaction.

     

    5.2    Conduct
      of
      The
      Company. 
      During the period from the date of this Agreement and continuing until the
      Closing Date, the Company, agrees to carry on its business in the usual, regular
      and ordinary course in substantially the same manner as heretofore conducted,
      to
      pay the debts and Taxes of the Company when due, to pay or perform other
      obligations when due, and, to the extent consistent with such business, use
      its
      commercially reasonable efforts consistent with past practice and policies
      to
      preserve intact the present business organizations of the Company, all with
      the
      understanding that the Company must eliminate all liabilities of the Company
      prior to the Closing Date. The Company shall promptly notify the Purchaser
      of
      any event or occurrence or emergency not in the ordinary course of business
      of
      the Company and any material event involving the Company.

     

    5.3    The
      Company shall not, without the prior written consent of its board of directors
      and if required by law of its majority shareholders:

    


    (a)    declare,
      set aside or pay any dividends on or make any other distributions (whether
      in
      cash, stock or property) in respect of any of its capital stock, or split,
      combine or reclassify any of its capital stock or issue or authorize the
      issuance of any other securities in respect of, in lieu of or in substitution
      for shares of capital stock of the Company, or repurchase, redeem or otherwise
      acquire, directly or indirectly, any shares of the capital stock of the Company
      (or options, warrants or other rights exercisable therefor) except for
      repurchases of shares of the Company’s Common Stock from employees of the
      Company, as the case may be, in connection with the termination of their
      employment;

     

    (b)    issue,
      grant, deliver or sell or authorize or propose the issuance, grant, delivery
      or
      sale of, or purchase or propose the purchase of, any shares of the Company
      capital stock or securities convertible into, or subscriptions, rights, warrants
      or options to acquire, or other agreements or commitments of any character
      obligating Centra Bella to issue or purchase any such shares or other
      convertible securities, or accelerate the vesting of any stock options, except
      for the issuance of shares of the Company’s Common Stock upon the exercise or
      conversion of those options, warrants or other rights, or convertible securities
      that are outstanding on the date hereof;

     

    (c)    cause
      or
      permit any amendments to the Articles of Incorporation or Bylaws of the
      Company;

     

    (d)    acquire
      or agree to acquire by merging or consolidating with, or by purchasing any
      assets or equity securities of, or by any other manner, any business or any
      corporation, partnership, association or other business organization or division
      thereof;

     

    (e)    sell,
      lease, license or otherwise dispose of any of its properties or
      assets;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (f)    incur
      any
      indebtedness for borrowed money or guarantee any such indebtedness or issue
      or
      sell any debt securities or guarantee any debt securities;

     

    (g)    grant
      any
      loans to others or purchase debt securities of others or amend the terms of
      any
      outstanding loan agreement;

     

    (h)    grant
      any
      severance or termination pay to any director, officer, employee, or service
      provider of the Company;

     

    (i)    adopt
      any
      employee benefit plan, or enter into any employment contract, pay or agree
      to
      pay any special bonus or special remuneration to any director or employee,
      or
      increase the salaries or wage rates of its employees;

     

    (j)    revalue
      any of its assets, including without limitation writing down the value of
      inventory or writing off notes or accounts receivable other than in the ordinary
      course of business;

     

    (k)   make
      or
      change any election in respect of Taxes, adopt or change any accounting method
      in respect of Taxes, enter into any closing agreement, settle any claim or
      assessment in respect of Taxes, or consent to any extension or waiver of the
      limitation period applicable to any claim or assessment in respect of
      Taxes;

     

    (l)    accelerate
      the vesting schedule of any of the outstanding stock options of the
      Company;

     

    (m)   take,
      or
      agree in writing or otherwise to take, any of the actions described in
      sub-Sections (a) through (l) above, or any other action that would prevent
      the Company from performing or cause the Company not to perform its covenants
      hereunder, or any other action not in the ordinary course of the business or
      inconsistent with past practice of the Company.

     

      5.4    Termination
      of
      Agreements. 
      The Company shall terminate, or cause to be terminated, prior to the Closing
      Date, all agreements between the Company and any person (other than
      non-disclosure, confidentiality, invention agreements, and any other agreements
      entered into as expressly contemplated and provided for by this Agreement).
      There are no subsidiaries of the Company.

     

    5.5    Expenses.
      Each
      respective Party will pay all expenses and fees of their respective legal
      counsel, accountants, and other agents and advisers incurred pursuant to this
      Agreement regardless of whether the transactions contemplated in this Agreement
      are consummated.

     

    6.    Miscellaneous.

     

    6.1    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the Parties with respect
      to
      the subject matter hereof and the parties acknowledge that the contemplated
      transactions constitute related party transactions due to common share
      ownerships in the purchaser ,the seller and the company and the company agrees
      to disclose the transaction as a related party transaction and accounting of
      the
      transaction shall reflect the related party nature thereof. 

     

    6.2    Notice.
      All
      notices, requests, demands, directions and other communications (“Notices”)
      provided for in this Agreement shall be in writing and shall be mailed or
      delivered personally or sent by telecopier or facsimile to the applicable Party
      at the address of such Party set forth below in this Section 6.2. When mailed,
      each such Notice shall be sent by first class, certified mail, return receipt
      requested, enclosed in a postage prepaid wrapper, and shall be effective on
      the
      third business day after it has been deposited in the mail. When delivered
      personally, each such Notice shall be effective when delivered to the address
      for the respective Party set forth in this Section 6.2. When sent by Telecopier
      or facsimile, each such Notice shall be effective on the first business day
      on
      which or after which it is sent. Each such Notice shall be addressed to the
      Party to be notified as shown below:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              Purchaser:  

            	
              Textechnologies, Inc.

              Attention Peter Maddocks,

              Chief Executive Officer

              Fax.: (44) 0207-822-2211

            
	 	 
	
              Seller:

            	
              Charms
                Investments Limited

              c/o
                T F C Secretarial Services,

              Grettton
                House, Grand Turks,

              Turks
                and Caicos Islands, B.W.I.

              Fax:
                (44) 0207 000 1381

            


    

           

    Either
      Party may change his or its respective address for purposes of this Section
      

     

    6.2    by
      giving the
      other Party notice of the new address in the manner set forth
      above.

     

    6.3    Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      a manner as to be effective and valid under applicable law, and if any provision
      of this Agreement shall be or become prohibited or invalid in whole or in part
      for any reason whatsoever, that provision shall be ineffective only to the
      extent of such prohibition or invalidity without invalidating the remaining
      portion of that provision or the remaining provisions of this
      Agreement.

     

    6.4    Non-Waiver.
      The
      waiver of any Party of a breach or a violation of any provision of this
      Agreement shall not operate or be construed as a waiver of any subsequent breach
      or violation of any provision of this Agreement.

     

    6.5    Amendment.
      No
      amendment or modification of this Agreement shall be deemed effective unless
      and
      until it has been executed in writing by the Parties to this Agreement. No
      term
      or condition of this Agreement shall be deemed to have been waived, nor shall
      there by any estoppel to enforce any provision of this Agreement, except by
      a
      written instrument that has been executed by the Party charged with such waiver
      or estoppel.

     

    6.6    Inurement.
      This
      Agreement shall be binding upon all of the Parties, and it shall benefit,
      respectively, each of the Parties, and their respective successors and assigns.
      This Agreement shall not be assignable by any Party. There are no third party
      beneficiaries to this Agreement.

     

    6.7    Headings.
      The
      headings to this Agreement are for convenience only; they form no part of this
      Agreement and shall not affect its interpretation.

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6.9    Survival
      of Representations
      and Warranties.
      Each
      covenant, agreement, representation, warranty of the Parties under this
      Agreement and their obligations hereunder shall survive for two years the
      execution of this Agreement.

     

    6.10   Arbitration.
      Any
      controversy arising out of, connected to, or relating to any matters herein
      of
      the transactions between Seller, the Company, or Purchaser (including for
      purposes of arbitration, affiliates, professional advisors, accountants,
      attorneys, or agents of the Purchaser, the Company, and/or Seller, on behalf
      of
      the undersigned, or this Agreement, or the breach thereof, including, but not
      limited to any claims of violations of United States law or statute shall be
      settled by arbitration. In the event of such a dispute, each party to the
      conflict shall select an arbitrator, both of whom shall select a third
      arbitrator, which shall constitute the three-person arbitration board. The
      decision of a majority of the board of arbitrators, who shall render their
      decision within thirty (30) days of appointment of the final arbitrator, shall
      be binding upon the parties. 

    


    IN
      WITNESS WHEREOF, this Agreement is executed on the dates set forth below to
      be
      effective as of the Effective Date.

     

    
      	 	
              PURCHASER:

               

               

               

              ______________________________

              Signature

            
	 	 
	Date:_______________________	
              By:
                Textechnologies
                Inc                           

              Title:
                Peter Maddocks, Director 

            
	 	 
	 	 
	 	SELLER:
	 	 
	Date:_______________________	
              ______________________________

              Signature

            
	 	 
	 	
              By:
                Charms Investments Limited

              Title:
                Clinton Greyling, Director


            


    

     

     

    13