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Stock Purchase Agreement

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Title:

Stock Purchase Agreement

Entities:

Date:

2001

Size:

Preview shows 2KB of 9KB total

Price:

$40

ID:

#879939

► Purchase & Sale ► Purchase ► Stock Purchase Agreements

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                            K-TEL INTERNATIONAL, INC.



                            STOCK PURCHASE AGREEMENT



     THIS STOCK PURCHASE AGREEMENT made as of the 28th day of February 2001, by

and between K-TEL INTERNATIONAL, INC., a Minnesota corporation (the "Company")

and K-5 Leisure Products, Inc., a Nevada corporation ("K-5").



     WHEREAS, K-5 has offered to purchase shares of common stock of the Company

and the Company has agreed to issue and sell to K-5 such shares of common stock

upon the terms and conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the premises and of the terms and

conditions hereinafter set forth, the parties agree as follows:



     1. SALE AND PURCHASE OF COMMON STOCK. Subject to the terms and conditions

hereof, the Company agrees to sell to K-5 and K-5 agrees to purchase from the

Company 3,333,333 shares of its common stock (the "Shares") at a purchase price

of $.15 per share. The purchase price shall be paid by cancellation of $500,000

of the Company's indebtedness to K-5 (the "Indebtedness").



     2. CLOSING. The closing (the "Closing") shall occur at the offices of the

Company on or before March 31, 2001 or at such other date as may be mutually

agreed upon (the "Closing Date"). At the Closing, the Company will deliver to

K-5 a certificate representing the Shares, registered in the name of K-5 (or in

the name of its nominee as may be specified to the Company at least 48 hours

prior to such Closing Date), against delivery to the Company of documentation

evidencing a $500,000 reduction of the Indebtedness.



     3. REPRESENTATIONS AND WARRANTIES BY COMPANY. The Company represents and

warrants to K-5 that:



     a. ORGANIZATION, STANDING, ETC. The Company is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Minnesota and has the requisite corporate power and authority to own its

property and to carry on its business in all material respects as it is now

being conducted. The Company has the requisite corporate power and authority to

issue the Shares and to otherwise perform its obligations under this Agreement

and this Agreement. Copies of the Articles of Incorporation and Bylaws of the

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