wmont_ex10-1.htm


    Share Purchase
Agreement

    


    


    THIS AGREEMENT made as
21st­­­ day of November ,2008

    


    B
E T W E E N:

    


    Westmont
Resources, Inc.

    a Company
Registered in the State of Nevada, USA

    


    (hereinafter
the “Purchaser”)

     

                            - and -

    


    The
Shareholders of Avalon International, Inc.

    a Company
Registered in the State of Washington, USA

    


    (hereinafter
the “Vendors”)

    


    WHEREAS the Vendors are the
registered and beneficial owners of all of the issued and outstanding shares
(the “Purchased Shares”) in the capital stock of Avalon International Inc. (the
“Corporation”);

    


    AND WHEREAS the Vendors wish
to sell 100% of the Purchased Shares to the Purchaser and the Purchaser agrees
to purchase the Purchased Shares from the Vendors in accordance with the terms
and conditions of this Agreement;

    


    THIS AGREEMENT WITNESSES that
in consideration of the covenants, agreements, warranties and payments herein
set out and provided for, the parties hereto covenant and agree as
follows:

    


    


    ARTICLE
1

    PURCHASED
SHARES AND PURCHASE PRICE

    


    
      	
              1.1

            	
              Subject
      to the terms and conditions hereof, the Vendors agree to sell to the
      Purchaser and the Purchaser agrees to purchase from the Vendors the
      Purchased Shares.

            


    

    


    
      	
              1.2

            	
              The
      purchase price payable by the Purchaser to the Vendors for the Purchased
      Shares of the Corporation shall be 22,500,000 Common Shares of Westmont
      Resources, Inc., which shares shall be issued subject to the conditions
      specified in Article 3 of this
Agreement.

            


    

    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    ARTICLE
2

    REPRESENTATIONS
AND WARRANTIES OF THE VENDORS

    


    
      	
              2.1

            	
              The
      Vendors covenant, represent and warrant as follows and acknowledge that
      the Purchaser is relying upon such covenants, representations and
      warranties in connection with the purchase by the Purchaser of the
      Purchased Shares:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Corporation has been duly incorporated and is organized, validly
      subsisting and in good standing under the laws of the state of Washington,
      USA.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Corporation is duly qualified as a corporation to do business and is in
      good standing in each jurisdiction in which the nature of the business
      conducted by it or the property owned or leased by it makes such a
      qualification necessary.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      authorized capital of the Corporation consists of the
      following:

            


    

    4,000,000
authorized common shares with par value of  $0.001which 1,000,000
shares have been duly issued and are outstanding as fully paid and
non-assessable.

    


    
      	
               
      

            	
              (d)

            	
              No
      person, firm or corporation has any agreement or option, or any right or
      privilege capable of becoming an agreement or option for the purchase from
      the Vendors of any of the Purchased
Shares.

            


    

    


    
      	
               
      

            	
              (e)

            	
              No
      person, firm or corporation has any agreement or option or any right or
      privilege capable of becoming an agreement, including convertible
      securities, warrants or convertible obligations of any nature, for the
      purchase, subscription, allotment or issuance of any of the unissued
      shares in the capital of the Corporation or of any securities of the
      Corporation.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      Vendors are the registered and beneficial owners of the Purchased Shares,
      with good and marketable title thereto, free and clear of any pledge,
      lien, charge, encumbrance or security interest of any kind and the Vendors
      have the power and authority and right to sell the Purchased Shares in
      accordance with the terms of this
Agreement.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      books and records of the Corporation fairly and correctly set out and
      disclose in all material respects, in accordance with generally accepted
      accounting principles, the financial position of the Corporation as of the
      date thereof and all material financial transactions of the Corporation
      relating to its business have been accurately recorded in such books and
      records.

            


    

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (h)

            	
              The
      corporate records and minutes of the Corporation contain complete and
      accurate minutes of all meetings of the directors and shareholders of the
      Corporation held since incorporation of the Corporation held since
      incorporation of the Corporation, all such meetings were duly called and
      held, the share certificate books, register of shareholders, register of
      transfers, and register of directors of the Corporation are complete and
      accurate and all eligible tax payable in connection with the transfer of
      any securities of the Corporation has been duly
  paid.

            


    

    


    
      	
               
      

            	
              (i)

            	
              There
      are no actions, suits, proceedings, investigations or claims now
      threatened or pending against the Corporation in respect of taxes,
      governmental charges or assessments, or any matters under discussion with
      any governmental authority relating to taxes, governmental charges or
      assessments asserted by any such
authority.

            


    

    


    
      	
               
      

            	
              (j)

            	
              The
      Corporation has  loans or indebtedness outstanding which have
      been made to directors, former directors, officers, shareholders and/or
      employees of the Corporation.

            


    

    


    
      	
               
      

            	
              (k)

            	
              The
      Corporation has good and marketable title to its assets, free and clear of
      any and all claims, liens, encumbrances and security interests
      whatsoever.

            


    

    


    
      	
               
      

            	
              (l)

            	
              The
      Corporation has no subsidiaries or agreements of any nature to acquire any
      subsidiary or to acquire or lease any other business operations and will
      not prior to the time of closing acquire, or agree to acquire, any
      subsidiary or business without the prior written consent of the
      Purchaser.

            


    

    


    
      	
               
      

            	
              (m)

            	
              Up
      to the time of closing there has been no change and will have been no
      change in the business, operations, affairs or condition of the
      Corporation, financial or otherwise, or arising as a result of any
      legislative or regulatory change, revocation of any license or right to do
      business, fire, explosion, accident, casualty, labor trouble, flood,
      drought, riot, storm, condemnation, act of God or otherwise, except
      changes occurring in the ordinary course of business, which changes have
      not adversely affected and will not adversely affect the organization,
      business, properties, prospects and financial condition of the
      Corporation.

            


    

    


    
      	
               
      

            	
              (n)

            	
              All
      receivables recorded on the books of the Corporation are bona fide and
      good and do not include any work in progress and, subject to an allowance
      for doubtful accounts taken in accordance with generally accepted
      accounting principles, are collectable without set off or
      counterclaim.

            


    

    


    
      	
               
      

            	
              (o)

            	
              All
      vacation pay, bonuses, commissions and other emoluments are reflected and
      have been accrued in the books of account of the
    Corporation.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (p)

            	
              The
      Corporation has duly and timely filed all tax returns required to be filed
      by it and has paid all taxes which are due and payable, and has paid all
      assessments and reassessments, and all other taxes, governmental charges,
      penalties, interest and fines due and payable by it on or before the date
      hereof. The Internal Revenue Service income tax liability and any State
      tax liabilities, if applicable, of the Corporation have been assessed for
      all fiscal years to the date hereof. Adequate provision has been made for
      taxes payable for the current period for which tax returns are not yet
      required to be filed. There are no agreements, waivers or other
      arrangements providing for an extension of time with respect to the filing
      of any tax return by, or payment of any tax, governmental charge or
      deficiency against, the Corporation. There are no actions, suits,
      proceedings, investigations or claims now threatened or pending against
      the Corporation in respect of taxes, governmental charges or assessments,
      or any matters under discussion with any governmental authority relating
      to taxes, governmental charges or assessments asserted by any such
      authority. The Corporation has withheld from each payment made to any of
      its present or former officers, directors, and employees the amount of all
      taxes, including but not limited to income tax, and other deductions
      required to be withheld therefrom and has paid the same to the proper tax
      or other receiving officers within the time required under any applicable
      tax legislation.

            


    

    


    
      	
               
      

            	
              (q)

            	
              The
      business of the Corporation has been and will be carried on in the
      ordinary and normal course up to the time of
  closing.

            


    

    


    
      	
               
      

            	
              (r)

            	
              The
      Corporation has not, directly or indirectly, declared or paid any
      dividends or declared or made any other distribution on any of its shares
      of any class except as recorded in its books and records, and has not,
      directly or indirectly, redeemed, purchased or otherwise acquired any of
      its shares of any class or agreed to do
so.

            


    

    


    
      	
               
      

            	
              (s)

            	
              The
      Corporation is not a party to or bound by any agreement of guarantee,
      indemnification, assumption or endorsement or any other like commitment of
      the obligations, liabilities (contingent or otherwise) or indebtedness of
      any other person, firm or
corporation.

            


    

    


    
      	
               
      

            	
              (t)

            	
              The
      Corporation is not a party to any written or oral employment, service or
      pension agreement.

            


    

    


    
      	
               
      

            	
              (u)

            	
              The
      Corporation does not have any outstanding agreement (including employment
      agreements), contract or commitment, whether written or oral, of any
      nature or kind whatsoever.

            


    

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (v)

            	
              The
      Corporation is not in default or breach of any contracts or agreements
      (written or oral), or indentures or other instruments to which it is a
      party and there exists no state of facts which after notice or lapse of
      time or both would constitute such a default or breach, and all such
      contracts, agreements, indentures or other instruments are now in good
      standing and the Corporation is entitled to all benefits thereunder except
      as otherwise disclosed herein. The Corporation is under no obligation in
      respect of its business which the Corporation cannot reasonably be
      expected to fulfill in the ordinary course of its
  business.

            


    

    


    
      	
               
      

            	
              (w)

            	
              There
      are not material liabilities of the Corporation of any kind whatsoever,
      whether or not accrued and whether or not determined or determinable, in
      respect of which the Corporation or the Purchaser may become liable on or
      after the consummation of the transactions contemplated by this Agreement
      other than:

            


    

    


    
      	
               
      

            	
              (i)

            	
              liabilities
      disclosed on, reflected in or provided for in the financial statements of
      the Corporation.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              liabilities
      disclosed or referred to in this Agreement;
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              liabilities
      arising solely due to actions of the
Purchaser.

            


    

    


    
      	
              2.2

            	
              The
      covenants, representations and warranties of the Vendors contained in this
      Agreement and contained in any document or certificate given pursuant
      hereto shall survive the closing of the purchase and sale of the Purchased
      Shares herein provided for and, notwithstanding such closing, or any
      investigation made by or on behalf of the Purchaser, shall continue in
      full force and effect for the benefit of the Purchaser for a period of
      three (3) years following closing of the transaction provided for herein
      after which time the Vendors shall be released from all obligations and
      liabilities hereunder in respect of such representations and warranties
      except with respect to any claims made by the Purchaser in writing prior
      to the expiration of such period.

            


    

    


    ARTICLE
3

    CONDITIONS
OF CLOSING

    


    
      	
              3.1

            	
              The
      sale and purchase of the Purchased Shares are subject to the following
      terms and conditions for the exclusive benefit of the Purchaser to be
      fulfilled or performed at or prior to
closing:

            


    

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (a)

            	
              The
      covenants, representations and warranties of the Vendors contained in
      Article 2 hereof, shall be true and correct as of the date hereof, and
      shall be true and correct on and as of closing with the same force and
      effect as though such covenants, representations and warranties had been
      made on and as of such date.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Vendors shall deliver to the Purchaser the Financial Statements for the
      previous two (2) completed fiscal years in accordance with GAAP
      standards.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Vendors shall provide to the Purchaser Quarterly Financial Statements for
      the current fiscal year of the Corporation.  Such Quarterly
      Financial Statements shall be reviewed by Westmont’s
    Auditor.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Purchaser, at its sole discretion, shall determine if the information
      contained in the Quarterly Financial Statements and the Audited Financial
      Statements referred to in 3.1 (a) and 3.1 (b) is of sufficient quality as
      to not negatively impact the Purchaser’s future plans to migrate the
      company to a more senior US or International Stock
    Exchange.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Vendors shall deliver to the Purchaser copies of the corporate records as
      requested by the Purchaser to complete the due diligence
      process.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      Vendors herewith irrevocably authorize the Purchaser to continue the
      Corporation in the state of Washington, USA upon execution of this
      Agreement.

            


    

    


    ARTICLE
4

    INDEMNIFICATION

    


    
      	
              4.1

            	
              The
      Vendors agree to indemnify and save harmless the Purchaser and the
      Corporation of and from any loss whatsoever arising out of, under or
      pursuant to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              any
      material loss suffered by the Purchaser or the Corporation as a result of
      any breach or inaccuracy of representation, warranty or covenant contained
      in this Agreement; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      claims, demands, costs and expenses reasonably incurred in respect of the
      foregoing.

            


    

    



    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    ARTICLE
5

    GENERAL

    


    
      	
              5.1

            	
              Each
      of the parties hereto will from time to time at the other’s request and
      expense and without further consideration, execute and deliver such other
      instruments of transfer, conveyance and assignment and take such further
      action as the other may require to more effectively complete any matter
      provided for herein.

            


    

    


    
      	
              5.2

            	
              Any
      notice, direction or instrument required or permitted to be given to the
      Vendors hereunder shall be in writing and may be given by facsimile, email
      or mailing the same postage prepaid or delivering addressed to the Vendors
      at their current US address.

            


    

     

    
      	
              5.3

            	
              Any
      notice, direction or other instrument required or permitted to be given to
      the Purchaser hereunder shall be in writing and may be given facsimile,
      email or by mailing the same postage prepaid, or delivering the same
      addressed to the Purchaser at the following
  address:

            


    

    


    Westmont
Resources Inc.

    1621
Freeway Drive, Suite 209

    Mount
Vernon, WA  98273

    Tel:
(360) 395-6040

    


    
      	
              5.4

            	
              Any
      notice, direction or other instrument aforesaid, if sent by Email,
      Facsimile or delivered shall be deemed to have been given or made on the
      date on which it was Emailed, faxed or delivered, or if mailed, shall be
      deemed to have been given or made on the fifth business day following the
      day on which it was mailed.

            


    

    


    
      	
              5.5

            	
              The
      Parties may change their addresses for service from time to time by notice
      given in accordance with the
foregoing.

            


    

    


    
      	
              5.6

            	
              Time
      shall be of the essence of this
Agreement.

            


    

    


    
      	
              5.7

            	
              This
      Agreement, including the Schedules hereto, constitutes the entire
      agreement between the parties hereto. There are not and shall not be any
      verbal statements, representations, warranties, undertakings or agreements
      between the parties and this Agreement may not be amended or modified in
      any respect except by written instrument signed by the parties
      hereto.

            


    

    


    
      	
              5.8

            	
              This
      Agreement shall be construed and enforced in accordance with, and the
      rights of the parties shall be governed by, the laws of the state of
      Nevada, USA.

            


    

    



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    
      	
              5.9

            	
              This
      Agreement shall enure to the benefit of and be binding upon the parties
      hereto and their respective heirs, legal personal representatives,
      successors and assigns.

            


    

    


    
      	
              5.10

            	
              The
      parties acknowledge that the recitals herein are true and correct in all
      material respects.

            


    

    


    
      	
              5.11

            	
              This
      Agreement may be executed by in any number of counterparts, each of which
      shall be deemed to be an original and all of which taken together shall be
      deemed to constitute one and the same instrument. Counterparts may be
      executed in original, faxed or scanned form and the parties adopt all
      signatures received by a receiving fax machine or email as original
      signatures of the parties; provided, however, that any party providing its
      signature in such manner shall promptly forward the other parties an
      original of the signed copy of this Agreement which was faxed or
      emailed.

            


    

    


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

    


    Signed by
Vendors:

    


    
      	
               
      

               

            	 
      	 
      
	
              Shareholder
      Bruce Fischer

            	 
      	
              Witness

            


    

    


    
      	
               
      

               

            	 
      	 
      
	
              Shareholder
      Glenn McQuiston

            	 
      	
              Witness

            


    

     

     

    
      	
               Signed
      by Purchaser:

            	
            


    

    
      	
               
      

               

            	 
      	 
      
	
              Peter
      Lindhout for

              Westmont
      Resources, Inc.

            	 
      	
              Witness

            


    

    


    


    



    
      
         


      

      
        8