donmarcos_8k-ex1001.htm


    Exhibit
      10.1

    


    STOCK
      PURCHASE AGREEMENT

    


    THIS
      STOCK PURCHASE AGREEMENT (“Agreement”), dated as of December 12, 2007, is by and
      between Earl T. Shannon, an individual (“PURCHASER”), and Don
      Marcos Trading Co., a Florida corporation (“SELLER”) (collectively, the
“PARTIES”).

    


    W
      I T N E S S E T H

    


    WHEREAS,
      SELLER has offered for sale to PURCHASER shares of common stock of SELLER (the
      “Shares”) at a purchase price of $0.005 per Share.

    


    WHEREAS,
      SELLER desires to sell to PURCHASER and PURCHASER desires to purchase from
      SELLER, 1,400,000 Shares upon the terms and conditions set forth
      herein.

    


    NOW
      THEREFORE, in consideration of the promises and respective mutual agreements
      herein contained, it is agreed by and between the PARTIES hereto as
      follows:

    


    ARTICLE
      1

    SALE
      AND PURCHASE OF THE SHARES

    


    1.1           Sale
      of the Shares. Upon execution of this Agreement (the “Closing”), subject to
      the terms and conditions herein set forth, and on the basis of the
      representations, warranties and agreements herein contained, SELLER shall sell
      to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

    


    1.2           Instruments
      of Conveyance and Transfer.  As soon as practicable after the
      Closing, SELLER shall deliver a certificate or certificates representing the
      Shares of SELLER to PURCHASER sufficient to transfer all right, title and
      interest in the Shares to PURCHASER.

    


    1.3           Consideration
      and Payment for the Shares.  In consideration for the Shares,
      PURCHASER has paid a purchase price of a total of $7,000 ($0.005 per Share)
      (“Purchase Price”).

    


    ARTICLE
      2

    REPRESENTATIONS
      AND COVENANTS OF SELLER AND PURCHASER

    


    2.1           SELLER
      hereby represents and warrants that:

    


    (a)           The
      Shares issued hereunder (the “Shares”) have been duly authorized by the
      appropriate corporate action of SELLER.

    


    (b)           SELLER
      shall transfer title, in and to the Shares to PURCHASER free and clear of all
      liens, security interests, pledges, encumbrances, charges, restrictions, demands
      and claims, of any kind and nature whatsoever, whether direct or indirect or
      contingent.

    


    (c)           As
      soon as practicable after the Closing Date, SELLER shall deliver to PURCHASER
      a
      certificate or certificates representing the Shares subject to no liens,
      security interests, pledges, encumbrances, charges, restrictions, demands or
      claims in any other party whatsoever, except as set forth in the legend on
      the
      certificate, which legend shall provide substantially as
      follows:


    
      
        
        

      

      
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    THE
      SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933.  THE SHARES MAY NOT BE
      SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
      THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

    


    (d)           PURCHASER
      acknowledges that the Shares will initially be “restricted securities” (as such
      term is defined in Rule 144 promulgated under the Securities Act of 1933, as
      amended (“Rule 144”), that the Shares will include the foregoing restrictive
      legend, and, except as otherwise set forth in this Agreement, that the Shares
      cannot be sold unless registered with the United States Securities and Exchange
      Commission (“SEC”) and qualified by appropriate state securities regulators, or
      unless PURCHASER obtains written consent from SELLER and otherwise complies
      with
      an exemption from such registration and qualification (including, without
      limitation, compliance with Rule 144)).

    


    (e)           PURCHASER
      acknowledges and agrees that SELLER makes no other representations or warranties
      with respect to the Shares or the SELLER.

    


    2.2           PURCHASER
      represents and warrants to SELLER as follows:

    


    (a)           PURCHASER
      has adequate means of providing for current needs and contingencies, has no
      need
      for liquidity in the investment, and is able to bear the economic risk of an
      investment in the Shares offered by SELLER of the size
      contemplated.  PURCHASER represents that PURCHASER is able to bear the
      economic risk of the investment and at the present time could afford a complete
      loss of such investment.  PURCHASER has had a full opportunity to
      inspect the books and records of the SELLER and to make any and all inquiries
      of
      SELLER officers and directors regarding the SELLER and its business as PURCHASER
      has deemed appropriate.

    


    (b)           PURCHASER
      is an “Accredited Investor” as defined in Regulation D of the Securities Act of
      1933 (the “Act”) or PURCHASER, either alone or with PURCHASER’s professional
      advisers who are unaffiliated with, have no equity interest in and are not
      compensated by SELLER or any affiliate or selling agent of SELLER, directly
      or
      indirectly, has sufficient knowledge and experience in financial and business
      matters that PURCHASER is capable of evaluating the merits and risks of an
      investment in the Shares offered by SELLER and of making an informed investment
      decision with respect thereto and has the capacity to protect PURCHASER’s own
      interests in connection with PURCHASER’s proposed investment in the
      Shares.

    


    (c)           PURCHASER
      is acquiring the Shares solely for PURCHASER’S own account as principal, for
      investment purposes only and not with a view to the resale or dis­tribution
      thereof, in whole or in part, and no other person or entity has a direct or
      indirect beneficial interest in such Shares.

    


    (d)           PURCHASER
      will not sell or otherwise transfer the Shares without registration under the
      Act or an exemption therefrom and fully understands and agrees that PURCHASER
      must bear the economic risk of PURCHASER’S purchase for an indefinite period of
      time because, among other reasons, the Shares have not been registered under
      the
      Act or under the securi­ties laws of any state and, therefore, cannot be
      resold, pledged, assigned or other­wise disposed of unless they are
      subsequently registered under the Act and under the applicable securities laws
      of such states or unless an exemption from such registration is
      available.


    
      
        
        

      

      
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    ARTICLE
      3

    MISCELLANEOUS

    


    3.1           Entire
      Agreement.  This Agreement sets forth the entire agreement and
      understanding of the parties hereto with respect to the transactions
      contemplated hereby, and supersedes all prior agreements, arrangements and
      understandings related to the subject matter hereof.  No
      understanding, promise, inducement, statement of intention, representation,
      warranty, covenant or condition, written or oral, express or implied, whether
      by
      statute or otherwise, has been made by any party hereto which is not embodied
      in
      this Agreement or the written statements, certificates, or other documents
      delivered pursuant hereto or in connection with the transactions contemplated
      hereby, and no party hereto shall be bound by or liable for any alleged
      understanding, promise, inducement, statement, representation, warranty,
      covenant or condition not so set forth.

    


    3.2           Notices.  Any
      notice, request, instruction, or other document required by the terms of this
      Agreement, or deemed by any of the parties hereto to be desirable, to be given
      to any other party hereto shall be in writing and shall be given by facsimile,
      personal delivery, overnight delivery, or mailed by registered or certified
      mail, postage prepaid, with return receipt requested.  If notice is
      given by facsimile, personal delivery, or overnight delivery in accordance
      with
      the provisions of this Section, said notice shall be conclusively deemed given
      at the time of such delivery.  If notice is given by mail in
      accordance with the provisions of this Section, such notice shall be
      conclusively deemed given seven days after deposit thereof in the United States
      mail.

    


    3.3           Waiver
      and Amendment.  Any term, provision, covenant, representation,
      warranty or condition of this Agreement may be waived, but only by a written
      instrument signed by the party entitled to the benefits thereof.  The
      failure or delay of any party at any time or times to require performance of
      any
      provision hereof or to exercise its rights with respect to any provision hereof
      shall in no manner operate as a waiver of or affect such party's right at a
      later time to enforce the same.  No waiver by any party of any
      condition, or of the breach of any term, provision, covenant, representation
      or
      warranty contained in this Agreement, in any one or more instances, shall be
      deemed to be or construed as a further or continuing waiver of any such
      condition or breach or waiver of any other condition or of the breach of any
      other term, provision, covenant, representation or warranty.  No
      modification or amendment of this Agreement shall be valid and binding unless
      it
      be in writing and signed by all parties hereto.

    


    3.4           Choice
      of Law.  This Agreement and the rights of the parties hereunder
      shall be governed by and construed in accordance with the laws of the State
      of
      California including all matters of construction, validity, performance, and
      enforcement and without giving effect to the principles of conflict of
      laws.

    


    3.5           Jurisdiction.  The
      parties submit to the jurisdiction of the Courts of the County of Orange, State
      of California or a Federal Court empanelled in the State of California for
      the
      resolution of all legal disputes arising under the terms of this Agreement,
      including, but not limited to, enforcement of any arbitration
      award.


    
      
        
        

      

      
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    3.6           Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument.

    


    3.7           Attorney’s
      Fees.  Except as otherwise provided herein, if a dispute should
      arise between the parties including, but not limited to arbitration, the
      prevailing party shall be reimbursed by the non-prevailing party for all
      reasonable expenses incurred in resolving such dispute, including reasonable
      attorneys' fees exclusive of such amount of attorneys' fees as shall be a
      premium for result or for risk of loss under a contingency fee
      arrangement.

    


    3.8           Taxes.  Any
      income taxes required to be paid in connection with the payments due hereunder,
      shall be borne by the party required to make such payment.  Any
      withholding taxes in the nature of a tax on income shall be deducted from
      payments due, and the party required to withhold such tax shall furnish to
      the
      party receiving such payment all documentation necessary to prove the proper
      amount to withhold of such taxes and to prove payment to the tax authority
      of
      such required withholding.

    


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

     

     

    
      	
              SELLER

               

              
                Don
                  Marcos Trading Co.,

                a
                  Florida corporation

                 

                /s/
                  Steven W.
                  Hudson                 
                  

                By:
                  Steven W. Hudson

                Its:
                  Executive Vice President

              

            	
            


    

     

    


    
      	
              PURCHASER

               

              
                Earl
                  T. Shannon

                 

                /s/ Earl T.
                  Shannon                        
                  

                Earl T. Shannon

              

            	
               

            


    

     

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