Stock Purchase And Sale Agreement




Stock Purchase And Sale Agreement


THIS STOCK PURCHASE AGREEMENT dated October 10, 2005 ("Agreement"), by and
among Coffee Pacifica, Inc., a Company organized and existing under the laws of
the State of Nevada having its corporate office at Suite 321, 2920 North Green
Valley Parkway, Building 3, Henderson, Nevada 89014, ("Buyer"), and Orrel J.
Lanter and Barry Berkowitz (collectively the "Sellers").

W I T N E S S E T H:

WHEREAS, Buyer wishes to buy and the Sellers wish to sell to
Buyer, on the terms and for the consideration hereinafter provided, the capital
stock of Uncommon Grounds, Inc., a Company organized and existing under the laws
of California ("Company"), which will represent one hundred percent (100%) of
the issued and outstanding capital stock of the Company.

NOW, THEREFORE, in consideration of the promises and the
respective agreements hereinafter set forth, Buyer and Sellers hereby agree as
follows:

1. PURCHASE OF COMPANY COMMON STOCK.

1.1 Sale of Common Stock. Upon the terms and subject
to the provisions of this Agreement, the Sellers agree that they will sell,
convey, transfer, assign and deliver to Buyer at the Closing provided for in
Article 2, free and clear of all claims, liens, pledges, encumbrances,
mortgages, charges, security interests, options, preemptive rights or other
interests or equities whatsoever, 15,000 shares of duly and validly issued,
fully paid and nonassessable, common stock (collectively, "Purchased Stock") of
the Company owned by the Sellers. The Sellers represent and warrant that the
Purchased Stock represents one hundred percent (100%) of the issued and
outstanding stock of the Company.

1.2 Consideration for Sale and Transfer of the Purchased
Stock. Subject to the terms and conditions of this Agreement and in reliance
upon the representations, warranties and covenants of Sellers herein contained,
and in full consideration of such sale, conveyance, transfer, assignment and
delivery of the Purchased Stock to Buyer, Buyer agrees to pay and deliver to the
Sellers a total purchase price of four hundred thirty thousand U.S. dollars (US
$430,000) for the Purchased Stock (the purchase price for the Purchased Stock is
hereinafter referred to as the "Stock Purchase Price"). 

2. THE CLOSING AND PAYMENT OF STOCK PURCHASE PRICE.



2.1 Closing. The closing ("Closing") with respect to
the acquisition of the Purchased Stock under this Agreement and all other
transactions contemplated hereby shall take place at Berkeley, California on
October 12, 2005 (or on such earlier or later time and date as the parties may
agree). The time and date of the Closing is hereinafter called the "Closing
Date."

2.2 Payment of Stock Purchase Price. At the Closing,
the Buyer shall deliver the Stock Purchase Price in the form of a cashier's
check in the amount of four hundred thirty thousand U.S. dollars (US $430,000)
to the Sellers, or order, at the location designated by Sellers.



2.3 Transfer of Purchased Stock. At the Closing, the
Sellers shall transfer to Buyer, the Purchased Stock, free and clear of all
claims, liens, pledges, encumbrances, mortgages, charges, security interests,
options, preemptive rights, restrictions or any other interests or imperfections
of title whatsoever. Said transfer shall be effected by delivery to Buyer of the
stock certificates, or certification of the President of the Company that all of
the stock of the Company has been surrendered. If a stock certificate is not
delivered to Buyer, then Sellers shall also deliver an opinion of counsel that
the transfer of the certificates to Buyer from Sellers is complete under the
laws of California. If any Seller shall fail or refuse to deliver any of the
Purchased Stock, or any stock certificate or closing certificate or document
required to be delivered by that Seller, at the Closing as provided herein, such
default shall not relieve any other Seller of his obligations to comply fully
with this Agreement, and the Buyer, at its option and without prejudice to its
rights against any such defaulting Seller or Sellers, may (a) acquire only the
Purchased Stock which have been delivered to it, or (b) refuse to acquire any
Purchased Stock and thereby terminate all of its obligations hereunder to all
the Sellers, by delivery of written notice of termination and with no liability
of the Buyer to the nondefaulting Sellers. The Sellers acknowledge that the
Purchased Stock is unique and not otherwise available, and agree that, in
addition to any other available remedies; Buyer may seek any equitable remedies
to enforce performance by the Sellers hereunder, including, without limitation,
an action for specific performance. If any Seller shall fail to perform his
obligations under this Agreement at the Closing, no other Seller shall per se
have any liability to Buyer therefore. 

2.4 Seller's Delivery at Closing. At Closing, Sellers
shall deliver or cause to be delivered to the Buyer: (a) a joint resolution of
the shareholders and board of directors of the Company approving the transfer of
the Purchased Stock to the Purchaser; (b) share certificates for the Purchased
Stock duly endorsed for transfer; (c) the corporate records and seals of the
Company including, without limiting the generality of the foregoing, the
Company's formation and operating documents and all minutes and resolutions of
the Company's directors and shareholders; (d) resignations of all of the
directors and officers of the Company requested by the Buyer (other than Orrel
J. Lanter who shall remain as a director of the Company following Closing,) and
releases by all such directors and officers of the Company of all claims they
have against the Company (excepting therefrom the Barry Berkowitz promissory
note more particularly described in Section 3.13), conditional on the completion
of the sale of the Purchased Stock pursuant hereto; (e) copies of all documents
(including, without limitation, records, correspondence and contracts) that have
not been previously delivered before Closing and that the Buyer in its
reasonable opinion considers to be necessary or desirable for the conduct by the
Buyer of any activities related to the Assets.

2.5 Buyer's Delivery at Closing. In accordance with
paragraph 2.2 and 2.3, at the Closing, the Buyer shall deliver or cause to be
delivered a cashier's check for four hundred thirty thousand U.S. dollars (US
$430,000) as payment for the Purchased Stock of the Company. 

At Closing, the Buyer shall appoint the following four (4)
directors to the board: Shailen Singh, Jon Yogiyo, Terry Klassen and Orrel J.
Lanter, and shall file or cause to be filed, within five (5) days of Closing, a
Statement of Information with the California Secretary of State's office
accurately setting forth the director, officer, and other information required
therein. 

2.6 Loss or Damage Prior to Closing. From the
Effective Date (June 30, 2005 being the date of the audited financial statement
of the Company) to the Closing Date, the Sellers shall cause the Company and the
Company shall continue to satisfy and comply with its obligations and shall not
make or initiate any actions that could result in the default of any of
Company's obligations or adversely affect the business of the Company or the
purchase and sale herein contemplated.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
SELLERS.


Sellers hereby jointly and severally represent, warrant and
agree as of the date hereof and as of the date of the Closing as follows:

3.1 Organization and Qualification of Company. The
Company is duly organized, validly existing and in good standing under the laws
of California. The Company has all requisite corporate power and authority to
own or lease all of its properties and assets and to conduct its business in the
manner and in the places where such properties are owned or leased or such
business is now conducted by it. Company is duly qualified, licensed and
authorized to do business as a corporation and is in good standing in the
jurisdictions in which it conducts business, and is not required to be so
licensed, qualified or authorized to conduct its business or own its property in
any other jurisdiction.

The minute books of the Company are current and contain
correct and complete copies of the Articles of Incorporation and Bylaws of the
Company, including all amendments thereto and restatements thereof, and of all
minutes of meetings, resolutions and other actions and proceedings of its
stockholders and board of directors and all committees thereof, duly signed by
the Secretary or an Assistant Secretary, all directors or all stockholders. The
stock record book of the Company is also current, correct and complete and
reflects the issuance of all of the outstanding shares of the Company's capital
stock since the date of its incorporation.

3.2 Authority of Company and the Sellers. This
Agreement and each of the agreements and other documents and instruments
delivered or to be delivered to Buyer pursuant to or in contemplation of this
Agreement will constitute, when so delivered, the valid and binding obligations
of such of Sellers as are parties thereto and shall be enforceable in accordance
with their respective terms. The execution, delivery and performance of this
Agreement and each of the agreements and other documents and instruments
delivered or to be delivered to Buyer by Sellers or the Company have been duly
authorized by all necessary action of Sellers and, with respect to Company, are
within Company's corporate powers, and will not: (a) Result in a breach of or
constitute a default or result in any right of termination or other effect
adverse to the Company under any indenture or loan or credit agreement of any of
the Sellers or the Company, except as set forth on Exhibit "B", attached hereto,
or any other agreement, lease or instrument to which any of the Sellers or the
Company is a party or by which the property of any of the Sellers or the Company
is bound or affected; (b) result in, or require, the creation or imposition of
any mortgage, deed of trust, pledge, lien, security interest or other charge or
encumbrance or claim of any nature whatsoever on the Purchased Stock or any
property or assets now owned, leased or used by the Company; (c) result in a
violation of or default under any law, rule, or regulation, or any order, writ,
judgment, injunction, decree, determination, award, now in effect having
applicability to any of the Sellers; (d) violate any provisions of the Articles
of Incorporation or Bylaws of the Company, or (e) require any approval, consent
or waiver of, or filing with, any entity, private or governmental.

3.3 Capitalization. The Purchased Stock has been duly
and validly authorized, and is duly and validly issued, fully paid and
nonessessable. The Purchased Stock is free and clear of any and all claims,
liens, pledges, charges, encumbrances, mortgages, security interests, options,
preemptive or other rights, restrictions on transfer, or other interests or
equities or imperfections of title whatsoever. There are no other equity
securities of Company outstanding on the date hereof and there are no existing
warrants, preemptive or other rights, options, calls, commitments, conversion
privileges, or other agreements (all of the foregoing being collectively called
"Options") obligating the Company to issue any or all of its authorized and
unissued capital stock, or any security convertible into and/or exchangeable for
capital stock of the Company. The Company has no capital stock of any class
authorized or outstanding except as identified herein. The Purchased Stock
represents one hundred percent (100%) of the issued and outstanding capital
stock of the Company. 

3.4 The Company has no capital stock of any class authorized
or outstanding except as identified herein.

3.5 Valid Title to Purchased Stock. The Sellers will
deliver to Buyer, valid and marketable title to the Purchased Stock at the
Closing, free and clear of any claims, liens, pledges, charges, encumbrances,
mortgages, security, interests, options, preemptive or other rights,
restrictions on transfer or other interest or equities or any other
imperfections of title whatsoever.

3.6 Conduct of the Business. The Company is not a
party to, or subject to or bound by nor are any of its assets subject to or
bound by any agreement, oral or written, or any judgment, law, rule, regulation,
order, writ, injunction or decree of any court or governmental or administrative
body, which prohibits or adversely affects or upon the consummation of the
transactions contemplated hereby would prohibit or adversely affect: (a) the use
of any or all of the assets and property of Company necessary for operation in
the ordinary and usual course of business; or (b) the conduct of its business
and operations, in each case, in all material respects in the same manner as
such business has been conducted by it. 

3.7 Articles of Incorporation. The Articles of
Incorporation of the Company and all amendments thereto to have been validly
adopted by the stockholders and directors of the Company and the Articles of
Incorporation, as amended, is in full force and effect and is legal, valid,
binding and enforceable in accordance with its terms.

3.8 Bylaws. The Bylaws of the Company, and all
amendments to the Bylaws, have been validly adopted, and the Bylaws, as amended,
are in full force and effect and are legal, valid, binding and enforceable in
accordance with their terms.

3.9 Shareholders. The Company has no stockholders
other than the Sellers. 

3.10 Disclosure. To the best of Sellers' knowledge, no
representation, warranty or statement contained in this Agreement or other
document furnished or to be furnished to Buyer pursuant hereto or in connection
with the transactions contemplated under this Agreement contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact or any fact necessary to make the statements contained therein not
materially misleading. There is no fact, which materially and adversely affects,
or, to the best of Sellers' knowledge, in the future may materially and
adversely affects, the condition of the Company which has not been fully
disclosed by Sellers to Buyer.




3.12 Sellers Exclusive Representations. Sellers
severally, in proportion to their respective ownership of Company shares, hereby
represent and warrant to and in favor of the Buyer that as of the date hereof
and as at the Closing Date:



The number of Company shares listed opposite each
    Seller's name below will be issued and outstanding and owned by the Sellers:

  


Name Company Shares

Orrel Lanter 5,000

Berry Berkowitz 10,000

TOTAL: 15,000

(b) the Company is a private company duly incorporated,
    properly organized, validly existing and qualified to carry on business
    under the laws of California and has all necessary power, authority and
    capacity to own or other-wise hold its property and assets, is in good
    standing, and has conducted its business in accordance with applicable
    laws.;

    at the time of Closing, there will be $50,171 in outstanding shareholder
    loans owing to one Seller; Berry Berkowitz, by the Company. The terms of the
    shareholder loan are set forth in Schedule "B", attached hereto;

    (d) the Company holds no assets other than the Assets other than as set
    forth in Schedule "A", attached hereto.

    (e) none of the Sellers or the Company are party to any actions, suits or
    other legal, administrative or arbitration proceedings or government
    investigations, actual or threatened, which might reasonably be expected to
    result in impairment or loss of the Seller's interests in the Company
    Shares;

    (f) the entering into of this Agreement by the Sellers and the completion
    of sale by the Sellers of the Company shares pursuant hereto, to the best of
    Seller's knowledge, will not result in the violation of any laws of United
    States or in any State thereof ;

    (g) the Company does not own any shares in any corporations or any
    beneficial interests in any other entities, nor is the Company a party to
    any agreements of any nature to acquire any such shares or beneficial
    interests or to acquire or lease any other business operations;

    (h) the entering into of this Agreement, and the
    transactions contemplated hereby, will not result in the violation of any of
    the terms and provisions of the Company's documents of formation and
    operation, or of the terms and provisions of any contract, indenture, lease
    or other agreement to which the Sellers or the Company is a party or by
    which the Assets are bound, the breach of which could have a material
    adverse affect on the Company shares;

    (i) Intentionally Omitted.

    (k) the Company will have good and marketable title to
    all of its Assets, free and clear of all material liens, mortgages, charges,
    costs, expenses, liabilities and encumbrances of every nature and kind
    whatsoever other than those set out in Schedule "B" and "C", attached
    hereto;

    (l) there are no claims, claims for damages, actions,
    causes of action, suits or proceedings by or against the Company, or the
    Assets, either threatened or affecting the subject matter of this purchase
    and sale, nor any suits or proceedings at law or equity before or by any
    federal, state, municipal or other governmental department, commission,
    board, bureau, agency or instrumentality, which could adversely affect the
    business of the Company or the purchase and sale herein contemplated;

    (m) the copies of all instruments, agreements, other
    documents and written information set forth as, or referred to in, Schedules
    to this Agreement, delivered to the Buyer prior to the date of this
    Agreement, or specifically required to be furnished to the Buyer by the
    Sellers and the Company pursuant to this Agreement are and will be
    substantially complete and correct in all material respects;

  
  the Company has paid in a timely manner all liabilities owing to utilities
  

  authorities;

  (o) the revised audited financial statement of June 30, 2005 and the
    updated financial information provided by Sellers to Buyer gives a
    substantially accurate description of the obligations and liabilities of the
    Company as of Closing. . To the best of Sellers' knowledge the audited
    financial statement provides a substantially accurate description of the
    assets, obligations and liabilities of the Company as of Junes 30, 2005. The
    additional financial information provides an acceptable update of the
    assets, obligations and liabilities of the Company as of the date of
    Closing. 

    (p) neither the execution nor delivery of this Agreement
    nor the completion of the transactions contemplated hereby will result in
    acceleration of any of the dates for payment of any of the liabilities of
    the Company other than as set forth in Exhibit "B", attached hereto;

    (q) (Intentionally Omitted). 

    (r) the business of the Company has been carried on only
    in the ordinary and usual course;

    (s) other than what have been disclosed herein, to the
    best of Sellers' knowledge, the Company is not a party to or bound by any
    material contracts the result of which would have a material adverse affect
    on the Company or any of its assets and such material contracts will not
    require any consent or otherwise be affected in any material respect by the
    entering into of this Agreement and the performing of its terms;

    (t) the Sellers have incurred no obligations or
    liabilities, contingent or otherwise, for brokers' or finders' fees in
    respect of this transaction for which the Buyer shall have any obligation or
    liability;

    (u) all governmental licenses, consents, permits and
    authorities required for the conduct in the ordinary course of the
    operations of the business of the Company and the owning of the Assets, have
    been obtained, are validly issued and are in good standing and such conduct
    and uses by Sellers are not in breach or default of any statute, bylaw,
    regulation, covenant, restriction, plan, permit, license or authority;

    (v) there is no written or oral agreement, option, understanding or
    commitment or any right or privilege capable of becoming an agreement, for
    the purchase from the Company of the Assets;

    (w) no dividends have been made or authorized by the
    Company to the Sellers or former shareholders of the Company;

    (x) (Intentionally Omitted) ;

    (y) as of the date of this Agreement, to the best of
    Sellers' knowledge, there are no material liabilities of the Company of any
    kind whatsoever, whether or not accrued and whether or not determined or
    determinable, in respect of which the Company or the Buyer may become liable
    on or after the consummation of the transaction contemplated by this
    Agreement other than:

    (i) liabilities disclosed on Exhibits "B" and "C",
        attached hereto;

        (ii) liabilities disclosed in the revised audited
        Financial Statements as of June 30, 2005 or referred to in this
        Agreement or otherwise disclosed in writing by the Sellers to the Buyer;

        (iii) liabilities incurred in the ordinary course of
        business and attributable to the period since April 1, 2005;

      
    
    (z) to the best of Sellers' knowledge, the revised audited financial
    statement has been prepared in accordance with generally accepted accounting
    principles and fairly and correctly set out and disclose in all material
    respects the financial position of the Company at the time or for the period
    indicated therein;

    (aa) (Intentionally Omitted). 

    (bb) The Company has duly and timely filed all returns, elections,
    filings and reports in respect of income and other taxes required to be
    filed by it by law and all such returns, elections, filings and reports are
    true, complete and correct in all material respects; there are no tax
    arrears, including income tax, goods and services tax, employee withholdings
    or property tax nor any related interest or penalties owing to any foreign,
    federal, state, territorial or municipal tax authorities; the Sellers' have
    no knowledge of any delinquent taxes or any actual or threatened assessment
    of deficiency or additional tax or other governmental charge ; there has
    been no tax audit of the Company by any taxing or other authority within 24
    months of the Closing Date, the Sellers have no knowledge of any such audit
    currently pending or threatened and there are no tax liens on any of the
    assets or the properties; there are no agreements, waivers, or other
    arrangements with any taxation authority providing for an extension of time
    with respect to the filing of any tax return, election or payment of any
    tax, governmental charges , penalty, interest or fine, by the Company; there
    are no actions, suits, proceedings, investigations or claims now threatened
    or pending (to the knowledge of the Sellers) against or affecting the
    Company in respect of taxes, governmental charges, penalties, interest or
    fines, or any matters under discussion with any governmental authority
    relating, to taxes, governmental charges, penalties, interest or fines
    asserted by any such authority.

    (cc) All statements contained in any certificate or other instrument
    delivered by the Sellers pursuant hereto or in connection with the
    transaction contemplated hereby shall be deemed to be representations and
    warranties by the Sellers hereunder.

    (dd) No waiver by the Sellers of any term of this Agreement, in whole or
    in part, shall operate as a waiver of any other terms of this Agreement. In
    the event that Closing does not take place no party shall have any claim
    against the other for any breach of any representation or warranty contained
    in Articles herein. 

  


4. REPRESENTATIONS AND WARRANTIES BY BUYER.

As of the date hereof and as of the date of the Closing,
Buyer represents and warrants as follows:

4.1 Organization and Qualification of Buyer. Buyer is
duly organized, validly existing and in good standing under the laws of Nevada.
Buyer has full corporate power and authority to own or lease all of its
properties and assets and to conduct its business in the manner and in the
places where such properties are owned and leased or such business is now
conducted by it. 

4.2 Authority of Buyer. This Agreement and each of the
agreements and other documents and instruments delivered or to be delivered by
Buyer pursuant to or in contemplation of this Agreement will constitute, when so
delivered, the valid and binding obligation of Buyer and shall be enforceable in
accordance with their respective terms. The execution, delivery and performance
of this Agreement and each such agreement, document and instrument has been duly
authorized by all necessary corporate action of Buyer and is within Buyer's
corporate powers. The execution, delivery and performance of any such agreement,
document or instrument by Buyer and the execution, delivery and performance of
this Agreement or any other agreement, document or instrument by the Buyer does
not and will not with the passage of time or the giving of notice or both: 

(i) result in a breach of or constitute a default under any
indenture or loan or credit agreement or under any agreement of the Buyer, or
any other material agreement, lease or instrument to which Buyer is a party or
by which the property of Buyer is bound or affected; 

(ii) result in a violation of or default under any law, rule,
or regulation, or any order, writ, judgment, injunction, decree, determination,
award, indenture, material agreement, lease or instrument now in effect having
applicability to Buyer;

(iii) violate any provisions of the Articles of Incorporation
or Bylaws of Buyer; or 

(iv) require any approval, consent or waiver of, or filing
with, any entity, private or governmental, which has not been obtained. 

4.3 Governmental Approvals. All requisite consents,
authorizations, licenses, permits, orders, certificates and approvals of all
third parties and/or governmental agencies, including without limitation any
governmental agency or authority of the United States, or other jurisdiction
whose approval is necessary for Buyer to consummate the transactions
contemplated by this Agreement have been obtained. Notwithstanding the
foregoing, Buyer is aware that the Sellers' organic license is not transferable
and that Buyer will have to file a new application with an affidavit that Buyer
intends to follow Company's existing organic plan; or submit its own organic
plan for approval.

4.4 Disclosure. No representation or warranty in this
Article 4, and no statement contained elsewhere in this Agreement or in any
schedule, exhibit, certificate or other document furnished or to be furnished by
Buyer to Sellers pursuant hereto or in connection with the transactions
contemplated under this Agreement contains any untrue statement of a material
fact or omits or will omit to state a material fact or any fact necessary to
make the statements contained therein not materially misleading. 

4.5 Purchase for Investment. Buyer hereby represents
and warrants to each Seller that Buyer is acquiring the Purchased Stock for its
own account, for investment, and not with a view to the distribution thereof in
violation of the Securities Act of 1933 or of the State Laws. Buyer understands
that the Purchased Stock have not been registered under the Securities Act of
1933 (the "Act:) or any state securities law, by reason of their sale to the
Sellers in transactions exempt from registration; and, that the Purchased Stock
must be held by Buyer indefinitely unless a subsequent disposition thereof is
registered under the Act and the state securities laws or is exempt from
registration. 

Buyer represents and warrants to the Sellers that the sale of
the Purchased Stock to it hereunder is exempt from registration under the
provisions of Section 4(2) of the Act. 

4.6 Acknowledgment of Disclaimer of Profits. Buyer
expressly acknowledges and agrees that none of the Sellers has made any
representation or warranty with respect to the future profitability or financial
prospects of the Company after the Closing Date. 

4.7 Buyer's Obligations on Schedule "B" Liabilities.
Buyer agrees to take immediate action, but in no event later than ninety (90)
days from Closing, to remove the individual Sellers from their guaranties of the
Line of Credit shown on Exhibit "B", attached hereto. In the interim, Buyer
shall indemnify, hold harmless and defend the individual Sellers in respect of
the Line of Credit from any liability due to their personal guaranties of the
Line of Credit. The line of credit shall be frozen on Closing. Buyer is assuming
the unsecured note payable to Barry Berkowitz in the unpaid principal sum of
$50,171. Buyer agrees to pay the principal sum of $50,171 of this unsecured note
off in full on or before March 31, 2006. 

5. COVENANTS OF THE SELLERS. 

The Sellers covenant and agree as follows throughout the
period from the date hereof through and including the Closing:

5.1 Restrictions. Sellers, jointly and severally agree
that they shall not do any of the following (except with the prior written
consent of the Buyer):

(a) Redeem, purchase, repurchase or retire any of the capital
stock of the Company, or declare or pay any dividends or make any other payments
or distribution upon any of the capital stock of the Company; 

(b) Make or permit any material change in or cease in whole
or in significant part its present business; 

(c) Sell, lease, transfer or otherwise dispose of all or any
material portion of its assets including, without limitation, rights to patents,
knowhow, intellectual property or other intangible assets or cancel any debts or
claims, except sales of inventory in the ordinary course of business or
immaterial amounts of other intangible personal property not required in the
business;

(d) Make any change in the Articles of Incorporation or
Bylaws of the Company;

(e) Make any change in the authorized or issued and
outstanding capital stock of the Company including any changes involving
treasury shares; 

(f) Grant any options or rights to purchase any securities of
the Company; 

(g) Effect any dissolution, winding up, liquidation or
termination of the business of the Company.

5.2 Notice of Breach. To the extent Sellers obtain
actual knowledge that any of the representations or warranties contained in
Article 3 hereof would be incorrect in any material respect were those
representations or warranties made immediately after such knowledge was
obtained, Sellers shall notify Buyer in writing promptly of such fact and
exercise their reasonable efforts to remedy same to the extent within Sellers'
control.

5.3 Access. Sellers will permit Buyer, its counsel,
its auditors and its appraisers to inspect and copy all records and documents
relating to the business operations of the Company that are in the Company's and
Sellers' custody, care or control and shall have access to all places of their
business throughout all regular business hours, provided such inspections do not
unduly disrupt the conduct of business, provided, further, that Buyer shall not
contact the Company's customers or suppliers without the prior written consent
of Sellers, which consent shall not be unreasonably withheld or delayed.

5.4 Authorization from Others. Sellers shall use their
reasonable efforts to obtain all authorizations, consents and approvals of third
parties or governmental agencies that may be required to permit the consummation
of the transactions contemplated by this Agreement.

5.5 Consummation of Agreement. Sellers shall use their
reasonable efforts to satisfy all conditions to the Closing that are within
their control to the end that the transactions contemplated by this Agreement
shall be fully carried out. 

5.7 Business Intact; Relationships with Customers and
Suppliers. Sellers shall use their best efforts to keep intact the business
of the Company, to keep available its key employees and to maintain the goodwill
of its customers, distributors and suppliers and other persons having business
dealings with it.

6. COVENANTS OF SELLERS AND BUYER.

6.1 Regulatory Filings. Each of the parties hereto
will furnish to the other party hereto such necessary information and reasonable
assistance as such other party may reasonably request in connection with its
preparation of necessary filings or submissions to any governmental agency.
Buyer and Sellers each agree to timely file any information reports,
applications or notices required to be filed in connection with the transactions
contemplated by this Agreement by the (i) HartScottRodino Antitrust Improvements
Act and the regulations promulgated thereunder (the "HSR Act") and (ii) the
Omnibus Trade and Competitiveness Act of 1988 (the "1988 Trade Act").

6.2 Consummation of Agreement. Buyer shall use its
reasonable efforts to satisfy all conditions to the Closing that are within its
control to the end that the transaction contemplated by this Agreement shall be
fully carried out.

6.3 Authorization From Others. Buyer shall use its
reasonable efforts to obtain all authorizations, consents and approvals of third
parties or governmental agencies that may be required to permit the consummation
of the transactions contemplated by this Agreement. 

7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO
CLOSE. 

The obligation of Buyer to acquire the Purchased Stock as
contemplated hereby, and to perform its other obligations hereunder to be
performed on or after the Closing, shall be subject to the fulfillment, on or
prior to the Closing Date, unless otherwise waived in writing by Buyer, of the
following conditions: 

7.1 Representations and Warranties. The
representations and warranties of Sellers set forth in Article 3 hereof shall be
true and correct in all material respects on the Closing Date as if made on and
as of such date, and Buyer shall have received a certificate to such effect,
executed by Sellers and dated as of the Closing Date, in form satisfactory to
Buyer.

7.2 Performance of Covenants. Sellers shall have
performed all of their covenants and obligations contained in this Agreement to
be performed on or prior to the Closing Date and Buyer shall have received a
certificate to such effect, executed by the Sellers and dated as of the Closing
Date, in form satisfactory to Buyer. 

7.3 Threatened or Pending Proceedings. No proceedings
shall have been initiated or threatened by any governmental department,
commission, bureau, board, agency or instrumentality, foreign or domestic, or
any other bona fide third party seeking to enjoin or otherwise restrain or to
obtain an award for damages in connection with the consummation of the
transactions contemplated hereby.

7.4 Audited Financial Statement June 30, 2005. The
revised audited financial Statement provided by the Company is to the best
knowledge of Sellers true and correct and adequately reflect the financial
condition of the Company at the date through which the audit was conducted. The
Company has provided their Certified Public Accountants true and correct
information, and has not failed to disclose information that if disclosed, would
materially affect the audit and Audited Financial Statements.





8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS TO CLOSE.


The obligation of Sellers to sell the Purchased Stock as
contemplated hereby, and to perform their other obligations hereunder to be
performed on or after the Closing, shall be subject to the fulfillment, on or
prior to the Closing Date, unless otherwise waived in writing by the Sellers, of
the following conditions: 

8.1 Representations and Warranties. The
representations and warranties of Buyer set forth in Article 4 hereof shall be
true and correct in all material respects on the Closing Date as if made on and
as of such date, and the Sellers shall have received a certificate to such
effect, executed by the President or any Vice President of Buyer and dated as of
the Closing Date, in form satisfactory to the Sellers. 

8.2 Performance of Covenants. Buyer shall have
performed all of its covenants and obligations contained in this Agreement to be
performed on or prior to the Closing Date and the Sellers shall have received a
certificate to such effect, executed by the President or any Vice President of
the Buyer and dated as of the Closing Date, in form satisfactory to Sellers. 

8.3 Corporate Action. All corporate action necessary
to authorize (i) the execution, delivery and performance by Buyer of this
Agreement and any other agreements or instruments contemplated hereby to which
Buyer is a party and (ii) the consummation of the transactions and performance
of its other obligations contemplated hereby and thereby shall have been duly
and validly taken by Buyer, and the Sellers shall have been furnished with
copies of all applicable resolutions adopted by the Board of Directors of Buyer,
certified by the Secretary or Assistant Secretary of Buyer.

8.4 Threatened or Pending Proceedings. No proceedings
shall have been initiated or threatened by any governmental department,
commission, board, bureau, agency or instrumentality, foreign or domestic, or
any other bona fide third party seeking to enjoin or otherwise restrain or to
obtain an award for damages in connection with the consummation of the
transactions contemplated hereby.

8.5 Delivery of Certificates and Documents to Sellers.
The Buyer shall have delivered, or cause to be delivered, to the Sellers
certificates as to the legal existence and good standing of Buyer issued by the
State of and/or such other appropriate official thereof.

9. TERMINATION OF AGREEMENT.

9.1 Termination. At any time prior to the Closing
Date, this Agreement may be terminated (a) by the consent of the Buyer and
Sellers, (b) by Sellers if there has been a material misrepresentation, breach
of warranty or breach of covenant by Buyer in its representations, warranties
and covenants set forth herein, (c) by Buyer if there has been a material
misrepresentation, breach of warranty or breach of covenant by the Sellers in
their representations, warranties and covenants set forth herein, (d) by the
Sellers if the conditions stated in Article 8 have not been satisfied at or
prior to the Closing Date or (e) by Buyer if the conditions stated in Article 7
have not been satisfied at or prior to the Closing Date.

9.2 Effect of Termination. If this Agreement shall be
terminated as above provided, this Agreement shall become null and void and have
no effect all obligations of the parties hereunder shall terminate without
liability of any party to the other; provided however, that nothing in this
Section 9.2 shall prevent any party from seeking or obtaining damages or
appropriate equitable relief for the breach of any representation, warranty or
covenant made by any other party hereto. 

9.3 Right to Proceed. Anything in this Agreement to
the contrary notwithstanding, if any of the conditions specified in Article 7
hereof have not been satisfied at or prior to the Closing, Buyer, having
otherwise satisfied its obligations or met conditions to Closing hereunder,
shall have the right to proceed with the transactions contemplated hereby
without waiving any of its rights hereunder, and if any of the conditions
specified in Article 8 hereof have not been satisfied at or prior to the
Closing, the Sellers, having otherwise satisfied their obligations or met
conditions to Closing hereunder, shall have the right to proceed with the
transactions contemplated hereby without waiving any of their rights hereunder.

9.4 Notice of Breach. To the extent Buyer obtains
knowledge before the Closing Date that any of the representations or warranties
contained in Article 4 hereof would be incorrect in any material respect were
those representations or warranties made immediately after such knowledge was
obtained, the Buyer shall notify Seller in writing promptly of such fact and
exercise its reasonable efforts to remedy same to the extent within Buyer's
control. 

10. RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING. 

10.1 Survival of Representations and Warranties. All
representations, warranties, covenants and obligations herein shall be deemed to
have been relied upon by the other party, and shall survive the execution and
delivery of this Agreement for a period of two (2) years from the date of
Closing.

10.2 Further Assurances. From time to time after the
Closing and without further consideration, the parties will execute and deliver,
or arrange for the execution and delivery of such other instruments of
conveyance and transfer and take such other action or arrange for such other
actions as may reasonably be requested to more effectively complete any of the
transactions provided for in this Agreement or any document annexed hereto.

11. INDEMNIFICATION.

11.1 Indemnification by the Sellers. The Sellers
hereby agree, jointly and severally, to defend, indemnify and hold Buyer, the
Company and their respective officers, directors, shareholders, employees,
agents, attorneys and representatives, harmless from and against any damages,
liabilities, losses and expenses (including, without limitation, reasonable
attorneys' fees) which may be sustained or suffered by Buyer or Company arising
out of, based upon, or by reason of a material breach of any representation or
warranty, or a failure to perform any agreement or covenant made by the Sellers
in this Agreement.

11.2 Indemnification by the Buyer. The Buyer hereby
agrees to defend, indemnify and hold the Sellers and their respective employees,
agents, attorneys, and representatives, harmless from and against any damages,
liabilities, losses and expenses (including, without limitation, reasonable
attorneys' fees) which may be sustained or suffered by the Sellers arising out
of, based upon, or by reason of a material breach of any representation or
warranty, or a failure to perform any agreement or covenant, made by the Buyer
in this Agreement or in any exhibit, schedule, certificate or financial
statement delivered hereunder, or arising out of, based upon, or by reason of
any claim, action or proceeding asserted or instituted growing out of any matter
or thing covered by such breached representations, warranties or covenants.

11.3 Notice; Defense of Claims. Each party to this
Agreement shall give prompt written notice to the other party or parties to this
Agreement under each claim for indemnification hereunder specifying the amount
and nature of the claim, and of any matter which is likely to give rise to an
indemnification claim. Each party to this Agreement has the right to participate
at its own expense in the defense of any such matter or its settlement, or the
indemnified party may direct the indemnifying party to take over the defense of
such matter so long as such defense is expeditious. Failure to give timely
notice of a matter which may give rise to an indemnification claim shall not
affect the rights of the indemnified party to collect such claims from the
indemnifying party so long as such failure to so notify does not materially
adversely affect the indemnifying party's ability to defend such claim against a
third party. No indemnifying party, in the defense of any claim or litigation
shall, except with the consent of an indemnified party, which consent shall not
be unreasonably withheld or delayed, consent to entry of any judgment or enter
into any settlement by which such indemnified party is to be bound and which
judgment or settlement does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation. 

12. NONDISCLOSURE COVENANTS.

12.1 Disclosure of Information. It is understood that
the business of Company is of a confidential nature. Prior to the date hereof
the Company may have revealed and on or after the date hereof the Company may
reveal to the Sellers confidential information concerning Company or any of
Company's affiliates or subsidiaries which, if known to competitors thereof,
would damage Company or its said affiliates or subsidiaries. The Sellers agree
that they will not knowingly divulge or appropriate to their own use, or to the
use of any third party, any secret or confidential information or knowledge
obtained by them concerning Company or its subsidiaries or affiliates,
including, but not limited to, information pertaining to methods, processes,
designs, equipment, catalogs, customer lists and operating procedures. The
restrictions contained in this paragraph against disclosing or using
confidential information shall not apply to information which is in the public
domain other than by reason of Sellers' breach of this Agreement or to
information previously disclosed by Sellers or the Company to prospective
purchasers of the Company, which prospective purchasers have executed and
delivered nondisclosure agreements to the Company. Sellers represent that such
confidentiality agreements are contracts between the Company and such
prospective buyers and that they provide in pertinent part for inter alia: a
prohibition on the prospective buyer's use or disclosure of such confidential
information, a return (except for one certain prospective buyer) of the
confidential material at the Company's request, and a prohibition on
solicitation of the Company's employees for a period of two (2) years after the
date of execution of the confidentiality agreement.

Notwithstanding the foregoing, the parties acknowledge that
the restrictions set forth above shall not apply to Orrel J. Lanter in her
capacity as an employee of the Company.

13. MISCELLANEOUS.

13.1 Taxes. Any taxes in the nature of sales or
transfer tax and any stock transfer tax, payable on the sale or transfer of all
or any portion of the Purchased Stock or the consummation of any other
transaction contemplated hereby shall be paid by Sellers.

13.2 Assignability. Neither this Agreement nor any
rights or obligations hereunder, are assignable by Sellers or the Company. The
rights of Buyer under this Agreement are assignable in part or wholly to any
company controlled by, controlling or under common control with Buyer, and any
assignee of Buyer shall succeed to and be possessed of the rights of Buyer
hereunder to the extent of the assignment made; provided, however, that and such
assignment by Buyer shall not relieve Buyer of its obligations hereunder. In
addition, after Buyer has fulfilled Its obligations under Section 4.7. above,
Buyer may assign all of its rights and/or obligations under this Agreement to
any person who acquires either the stock of Buyer or the Company, or
substantially all of the assets of the Company; provided, however, that any such
assignment by Buyer shall not relieve Buyer of its obligations hereunder.

13.4 Section Headings. The Section and paragraph
headings in this Agreement are for convenience of reference only and shall not
be deemed to alter or affect provisions thereof. All Exhibits and/or Schedules
hereto shall be initialed for identification or may be physically annexed
hereto, but in either event such Exhibits or Schedules shall be deemed to be a
part hereof. 

13.5 Waiver. Neither the failure nor any delay on the
part of any party hereto in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, or of any other right, power or remedy or
preclude any further or other exercise thereof, or the exercise of any other
right, power or remedy.

13.6 Expenses. Buyer and Sellers shall pay the fees
and expenses of their respective accountants and legal counsel incurred in
connection with the transactions contemplated by this Agreement. Buyer
acknowledges that Company has paid certain expenses for the audited financial
statements and for corporate legal work during the period of the negotiations
for this Agreement. Sellers acknowledge that legal fees incurred by the Sellers
in connection with this Purchase and Sale Agreement are the personal expenses of
individual Sellers.

13.7 Notices. Any notices required or permitted to be
given hereunder shall be given in writing and delivered in person or sent
certified mail, postage prepaid, return receipt requested, to the respective
parties at their addresses following the signatures at the end of this Agreement
or at such other addresses as may hereinafter be designated by such party in
writing to other parties.

13.8 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of California. 

13.9 Entire Agreement. This Agreement contains the
entire agreement between the parties hereto with respect to the transaction
contemplated herein and shall not be modified or amended except by an instrument
in writing signed by the parties hereto. 

13.10 Validity. The invalidity or unenforceability of
any particular provision of this Agreement shall not affect any other provisions
hereof, and this Agreement shall be construed in all other respects as if such
invalid and unenforceable provisions were omitted. 

13.11 Execution Capacity of Sellers. Each of the
Sellers hereby acknowledge that their execution of this Agreement as provided
below, whether personally or through their attorney-in-fact, shall be in their
individual capacities as well as in their capacities as shareholders of the
Company. 

13.12 Counterparts. This Agreement may be signed in
any number of counterparts each of which shall be deemed to be an original and
all of which together shall constitute but one and the same instrument.




THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK




 

IN WITNESS WHEREOF, we have set our hands and seals as of the
date first above written. 

COFFEE PACIFICA, INC.



By: /s/ Shailen Singh                                       


Authorized signatory : Shailen Singh, President and CEO

WITNESS: 

Name: James B. Parsons

Signature: /s/ James B. Parsons

Address: Bellevue, WA

ORREL J. LANTER:

Printed Name: Orrel J. Lanter

Signature: /s/ Orrel J. Lanter

Address: 225 Capricorn

Oakland, California 94611

WITNESS: 

Name: Robert A. Buchanan

Signature: /s/ Robert A. Buchanan

Address: 1333 No. California Blvd. #350

           
Walnut Creek, CA 94596

BARRY BERKOWITZ 

Printed Name: Barry Berkowitz

Signature: /s/ Barry Berkowitz

Address: 1301 N. Riverside Dr. #4

            Pompano
Beach, Florida 33062

WITNESS: 

Name: Donna Lefleur

Signature: /s/ Donna Lefleur

Address: 1301 N. Riverside Dr. #4

           
Pompano Beach, FL 33062




 

SCHEDULE A

ASSETS 


list of assets consisting of _________pages following this page:


SCHEDULE B

OBLIGATIONS TO SELLERS 


Post closing obligations to the Sellers by the Company 

1. Unsecured Note Payable on or to Seller (Barry Berkowitz) in the amount of
$50,171.

2. Personal guarantees of Individual Sellers for the Line of Credit Note
Payable with Wells Fargo Bank.. 




SCHEDULE C

INDEBTEDNESS 


Debts and Obligations contained on the following ___________pages following
this page.