5

0005.txt







                    STOCK PURCHASE AND SALE AGREEMENT



     This STOCK PURCHASE AND SALE AGREEMENT is entered into as of the 22nd

day of August, 2000, by and between EUGENE R. MALLETTE, (hereinafter "Seller")

and ALPINE AIR EXPRESS, INC. (hereinafter "Buyer").



     A.   Seller owns all of the issued and outstanding stock of C.L.B., a

Utah corporation (the "Stock").



     B.   Seller desires to sell to Buyer, and Buyer is willing to purchase

from the Seller, all of Seller's interest in the Stock.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements

herein contained and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



     1.   PURCHASE AND SALE OF STOCK.



     1.1  Option to Purchase.  Seller hereby grants to Buyer, for a period of

two (2) years, an option to purchase the Stock on the terms and conditions set

forth below.  This option may be exercised at any time within two (2) years of

the date hereof upon the provision of written notice by Buyer to Seller.  The

closing (the "Closing") to occur within thirty  (30) days of the date such

notice is transmitted to Seller via the United States Mail (the "Closing

Date").



     1.2  Description of Stock.  The Seller agrees to sell to the Buyer, and

the Buyer agrees to purchase from the Seller, on the terms, conditions, and

provisions herein contained, the Stock.



          (a)  All of Seller's interest in all of the issued and outstanding

stock of C.L.B., a Utah corporation.



     1.3  Purchase Price.  The total purchase price which the Buyer shall pay

for the Stock is Seventeen Million Dollars ($17,000,000.00), payable by the

issuance of 5,000,000 shares of the Buyer's common stock to be issued to the

Seller by Buyer, with an agreed value of $3.40 per share, which stock will be

"restricted" pursuant to Rule 144, as adopted by the Securities and Exchange

Commission, with the "holding period" to begin on the Closing Date.



     The Purchase Price, in the form of shares of Buyer's common stock, shall

be paid as follows:



          (a)  A number of shares of Buyer's "restricted" common stock with a

value of Seventeen Million Dollars, calculated as set forth at paragraph 1.3,

above, to be transferred to Seller on the Closing Date of the sale

contemplated by this Agreement.



     2.   WARRANTIES.



     2.1  Seller's Warranties.  The Seller represents and warrants to the

Buyer as of the date hereof and as of the Closing Date as follows:



          (a)  The Seller has all requisite power and authority to enter into

this Agreement and to perform all of its obligations hereunder.



          (b)  The Seller owns all of the issued and outstanding stock of

C.L.B., a Utah corporation.



          (c)  The Stock is not encumbered and is not subject to any liens,

attachments or claims.



     2.2  Buyer's Warranties.



          (a)  Buyer is a corporation.



          (b)  The Buyer has all requisite power and authority to enter into

this Agreement and to perform all of its obligations hereunder.



          (c)  The Buyer has duly authorized the execution, delivery, and

performance of this Agreement, and no other approval or authorization is

required by or on behalf of the Buyer.



          (d)  This Agreement has been duly executed by the Buyer, and upon

execution and delivery hereof by the Buyer, this Agreement will constitute a

legal, valid, and binding obligation of the Buyer enforceable against Buyer,

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC