ex10_6.htm


     

    
      Exhibit
10.06

      


      STOCK EXCHANGE
AGREEMENT

      


      This
Stock Purchase Agreement ("Agreement") is entered into this 12th day of
March, 2009 by and between Nexia Holdings, Inc., a Nevada corporation (“NXHD”),
with a principal office located at 59 West 100 South, Second Floor, Salt Lake
City, Utah 84101, and Seamless Corporation, a Nevada corporation (“SMWF”) with
principal offices located at 800 N. Rainbow Blvd., Suite 208, Las Vegas, Nevada,
89107.

      


      WHEREAS,
NXHD  desires to transfer to SMWF shares of the Series C Preferred
Stock of NXHD  (“NXHD  Shares@)
valued at One Million dollars ($1,000,000 ) based on the conversion value of the
said shares of preferred stock; and

      


      WHEREAS, SMWF desires to
transfer to NXHD shares of the preferred stock of SMWF (“SMWF Shares@)
valued at One Million dollars ($1,000,000) based on the conversion value of the
SMWF Shares.

      


      NOW, THEREFORE with the above
being incorporated into and made a part hereof for the mutual consideration set
out herein and, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

      


      1.           Exchange.  The
parties will exchange shares as follows:

      


      
        	
                C.  

              	
                NXHD  will
      transfer 200,000 shares of Series C Preferred Stock of NXHD to SMWF on or
      before March 27, 2009 (the “Closing Date@)
      and NXHD  will deliver the NXHD shares with all the necessary
      paperwork to establish ownership in SMWF of the NXHD shares;
      and

              


      

      


      
        	
                D.  

              	
                SMWF
      will transfer preferred convertible shares, to equal a value of $1,000,000
      based on the conversion value of the SMWF Shares to NXHD on or before the
      Closing Date and SMWF will deliver the SMWF shares with all the necessary
      paperwork to establish ownership in NXHD of the SMWF
    shares.

              


      

      


      2.           Termination.  This
Agreement may be terminated at any time prior to the Closing Date:

      


      A.           By SMWF or
NXHD:

      


      (1)           If
there shall be any actual or threatened action or proceeding by or before any
court or any other governmental body which shall seek to restrain, prohibit, or
invalidate the transactions contemplated by this Agreement and which, in the
judgment of such Board of Directors made in good faith and based upon the advice
of legal counsel, makes it inadvisable to proceed with the transactions
contemplated by this Agreement; or

      


      (2)           If
the Closing shall have not occurred prior to March 5, 2009, or such later date
as shall have been approved by parties hereto, other than for reasons set forth
herein.

      


      B.           By NXHD:

      


      (1)           If
SMWF shall fail to comply in any material respect with any of its covenants or
agreements contained in this Agreement or if any of the representations or
warranties of SMWF contained herein shall be inaccurate in any material respect;
or

      


      C.           By SMWF:

      


      (1)           If
NXHD shall fail to comply in any material respect with any of its covenants or
agreements contained in this Agreement or if any of the representations or
warranties of NXHD contained herein shall be inaccurate in any material
respect;

      


      In the
event this Agreement is terminated pursuant to this Paragraph, this Agreement
shall be of no further force or effect, no obligation, right, or liability shall
arise hereunder, and each party shall bear its own costs as well as the legal,
accounting, printing, and other costs incurred in connection with negotiation,
preparation and execution of the Agreement and the transactions herein
contemplated.

      


      3.           Representations and
Warranties of SMWF.  SMWF hereby represents and warrants that
effective this date and the Closing Date, the following representations are true
and correct:

      


      
        	
                 
      

              	
                A.

              	
                Authority.  SMWF
      has the full power and authority to enter this Agreement and to carry out
      the transactions contemplated by this
Agreement.

              


      

      


      
        	
                 
      

              	
                B.

              	
                No Conflict With Other
      Instruments.  The execution of this Agreement will not
      violate or breach any document, instrument, agreement, contract, or
      commitment material to the business of SMWF to which SMWF is a party and
      has been duly authorized by all appropriate and necessary
      action.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Deliverance of
      Shares.  As of the Closing Date, the shares to be
      delivered to NXHD will be restricted and constitute valid and legally
      issued preferred shares of SMWF, fully paid and non-assessable and
      equivalent in all respects to all other issued and outstanding shares of
      SMWF restricted preferred stock.

              


      

      


      
        	
                 
      

              	
                D.

              	
                No Conflict with Other
      Instrument.  The execution of this agreement will not
      violate or breach any document, instrument, agreement, contract, or
      commitment material to SMWF.

              


      

      


      
        	
                 
      

              	
                E.

              	
                Investment
      Intent.  SMWF hereby states that it is obtaining the
      shares of NXHD for investment purposes
only.

              


      

      


      4.           Representations and
Warranties of NXHD.

      


      NXHD
hereby represents and warrants that, effective this date and the Closing Date,
the representations and warranties listed below are true and
correct.

      


      
        	
                 
      

              	
                A.

              	
                Corporate
      Authority.  NXHD has the full corporate power and
      authority to enter this Agreement and to carry out the transactions
      contemplated by this Agreement.  The Board of Directors of NXHD
      has duly authorized the execution, delivery, and performance of this
      Agreement.

              


      

      


      
        	
                 
      

              	
                B.

              	
                No Conflict With Other
      Instruments.  The execution of this Agreement will not
      violate or breach any document, instrument, agreement, contract, or
      commitment material to the business of NXHD to which NXHD is a party and
      has been duly authorized by all appropriate and necessary
      action.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Deliverance of
      Shares.  As of the Closing Date, the shares to be
      delivered to SMWF will be restricted and constitute valid and legally
      issued preferred shares of NXHD, fully paid and non-assessable and
      equivalent in all respects to all other issued and outstanding shares of
      NXHD restricted preferred stock.

              


      

      


      
        	
                 
      

              	
                D.

              	
                No Conflict with Other
      Instrument.  The execution of this agreement will not
      violate or breach any document, instrument, agreement, contract, or
      commitment material to NXHD.

              


      

      


      
        	
                 
      

              	
                E.

              	
                Investment
      Intent.  NXHD hereby states that it is obtaining the
      shares of SMWF for investment purposes
only.

              


      

      


      
        	
                 
      

              	
                F.

              	
                Limitation on
      Conversion.  NXHD hereby agrees and stipulates that at
      any time following the delivery of the SMWF shares to NXHD that NXHD may
      not convert preferred shares into a number of common shares that exceeds
      4.9% of the then issued and outstanding common stock of SMWF on the date
      of conversion. It is hereby agreed that SMWF shall have the right to
      enforce the stated limitation on conversion as a right under this
      Agreement.

              


      

      


      5.           Closing.   The
Closing as herein referred to shall occur upon such date as the parties hereto
may mutually agree upon, but is expected to be on or before March 27,
2009.

      


      At
closing NXHD will deliver shares, to equal a value of $1,000,000 based on a per
share price equal to the conversion price of the NXHD shares to SMWF, and SMWF
will deliver shares, to equal a value of $1,000,000 based on the conversion
price of the SMWF shares to NXHD.

      


      6.           Conditions Precedent of NXHD
to Effect Closing.  All obligations of NXHD under this
Agreement are subject to fulfillment prior to or as of the Closing Date, as
follows:

      


      
        	
                 
      

              	
                A.

              	
                The
      representations and warranties by or on behalf of SMWF contained in this
      Agreement or in any certificate or documents delivered to NXHD pursuant to
      the provisions hereof shall be true in all material respects as of the
      time of Closing as though such representations and warranties were made at
      and as of such time.

              


      

      


      
        	
                 
      

              	
                B.

              	
                SMWF
      shall have performed and complied with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by
      it prior to or at the Closing.

              


      

      


      
        	
                 
      

              	
                C.

              	
                All
      instruments and documents delivered to NXHD pursuant to the provisions
      hereof shall be reasonably satisfactory to NXHD's legal
      counsel.

              


      

      


      7.           Conditions Precedent of SMWF
to Effect Closing.  All obligations of SMWF under this
Agreement are subject to fulfillment prior to or as of the date of Closing, as
follows:

      


      
        	
                 
      

              	
                A.

              	
                The
      representations and warranties by or on behalf of NXHD contained in this
      Agreement or in any certificate or documents delivered to SMWF pursuant to
      the provisions hereof shall be true in all material respects as of the
      time of Closing as though such representations and warranties were made at
      and as of such time.

              


      

      


      
        	
                 
      

              	
                B.

              	
                NXHD
      shall have performed and complied with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by
      it prior to or at the Closing.

              


      

      


      
        	
                 
      

              	
                C.

              	
                All
      instruments and documents delivered to SMWF pursuant to the provisions
      hereof shall be reasonably satisfactory to SMWF's legal
      counsel.

              


      

      


      8.           Damages and Limit of
Liability.  Each party shall be liable, for any material breach
of the representations, warranties, and covenants contained herein which results
in a failure to perform any obligation under this Agreement, only to the extent
of the expenses incurred in connection with such breach or failure to perform
Agreement.

      


      9.           Nature and Survival of
Representations and Warranties.  All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing hereunder.  All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not upon
any investigation upon which it might have made or any representations,
warranty, agreement, promise, or information, written or oral, made by the other
party or any other person other than as specifically set forth
herein.

      


      10.           Indemnification
Procedures.  If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom indemnification is sought (Indemnifying
Party).  The Indemnified Party will permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting from the
claims.  Counsel for the Indemnifying Party which will conduct the
defense must be approved by the Indemnified Party (whose approval will not be
unreasonably withheld), and the Indemnified Party may participate in such
defense at the expense of the Indemnified Party.  The Indemnifying
Party will not in the defense of any such claim or litigation, consent to entry
of any judgment or enter into any settlement without the written consent of the
Indemnified Party (which consent will not be unreasonably
withheld).  The Indemnified Party will not, in connection with any
such claim or litigation, consent to entry of any judgment or enter into any
settlement without the written consent of the Indemnifying Party (which consent
will not be unreasonably withheld).  The Indemnified Party will
cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation.  If the Indemnifying Party refuses or fails
to conduct the defense as required in this Section, then the Indemnified Party
may conduct such defense at the expense of the Indemnifying Party and the
approval of the Indemnifying Party will not be required for any settlement or
consent or entry of judgment.

      


      11.           Default at
Closing.  Notwithstanding the provisions hereof, if either
party shall fail or refuse to deliver any of the Shares, or shall fail or refuse
to consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by that party and the
other party at its option and without prejudice to its rights against such
defaulting party, may either (a) invoke any equitable remedies to enforce
performance hereunder including, without limitation, an action or suit for
specific performance, or (b) terminate all of its obligations hereunder with
respect to the defaulting party.

      


      12.           Costs and
Expenses.  NXHD and SMWF shall bear their own costs and
expenses in the proposed exchange and transfer described in this
Agreement.  NXHD and SMWF have been represented by their own attorneys
in this transaction, and shall pay the fees of their attorneys, except as may be
expressly set forth herein to the contrary.

      


      13.           Notices.  Any
notice under this Agreement shall be deemed to have been sufficiently given if
sent by registered or certified mail, postage prepaid, addressed as
follows:

      


      
        	
                To
      SMWF:

              	
                To
      NXHD:

              


      

      
        	
                Seamless
      Corporation

              	
                Nexia
      Holdings, Inc.

              


      

      
        	
                800
      N. Rainbow Blvd., Suite 208

              	
                59
      West 100 South, Second Floor

              


      

      
        	
                Las
      Vegas, Nevada 89107

              	
                Salt
      Lake City, Utah 84101

              


      

      


      14.           Miscellaneous.

      


      A.           Further
Assurances.  At any time and from time to time, after the
effective date, each party will execute such additional instruments and take
such additional steps as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.

      


      B.           Waiver.  Any
failure on the part of any party hereto to comply with any of its obligations,
agreements, or conditions hereunder may be waived in writing by the party to
whom such compliance is owed.

      


      C.           Brokers.  Neither
party has employed any brokers or finders with regard to this Agreement not
disclosed herein.

      


      D.           Headings.  The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.

      


      E.           Counterparts.  This
Agreement may be executed simultaneously 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.

      


      F.           Governing
Law.  This Agreement was negotiated and is being contracted for
in the State of Utah, and shall be governed by the laws of the State of Utah,
notwithstanding any conflict-of-law provision to the contrary.  Any
suit, action or legal proceeding arising from or related to this Agreement shall
be submitted for binding arbitration resolution to the American Arbitration
Association, in Salt Lake City, Utah, pursuant to their Rules of Procedure or
any other mutually agreed upon arbitrator.  The parties agree to abide
by decisions rendered as final and binding, and each party irrevocably and
unconditionally consents to the jurisdiction of such arbitrator and waives any
objection to the laying of venue in, or the jurisdiction of, said
Arbitrator.

      


      G.           Binding
Effect.  This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors, and assigns.

      


      H.           Entire
Agreement.  The Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements, arrangements or
understandings between the parties relating to the subject matter
hereof.  No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist.  No representations,
warranties covenants, or conditions express or implied, other than as set forth
herein, have been made by any party.

      


      I.           Severability.  If
any part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.

      


      IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.

      


      
        	
                Seamless
      Corporation

              	
                Nexia
      Holdings, Inc.,

              

A Nevada
Corporation                                            a
Nevada corporation

      


      


      
        	
                By:
      /s/ Albert
      Reda

              	
                By:  /s/
      Richard Surber

              


      

      
        	
                Name:
      Albert
      Reda

              	
                      
                  Name: Richard
      Surber 

                

              	
                 

              	
                 

              

Its:
President                                                             Its:
President