Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE
AGREEMENT, (the, "Agreement"), dated as of
the
date of acceptance set forth below, is entered into by and
among R. Thomas Kidd
(the "Purchaser"), and DoMark International, Inc. (the
"Seller").
W I T N E S S E T H:
WHEREAS, the Purchaser wishes
to purchase, upon the terms and subject to
the conditions of this agreement, 100 Units of Victory Lane, LLC
owned by DoMark
International, Inc. (the "Company"), as the sole member of Victory
Lane.
NOW THEREFORE, in
consideration of the premises and the mutual covenants
contained herein and other good and valuable
consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AGREEMENT TO PURCHASE; PURCHASE
PRICE.
A. PURCHASE.
(i) The Purchaser hereby agrees to
purchase, subject to the provisions of
Section 1a(2) herein, from the Seller one 100 Units of
Victory Lane, LLC (the
"Units") for the transfer by Purchaser to Seller of Twenty
Five Million Shares
(25,000,000) of Common Stock of the Seller (the "Purchase
Price").
(ii) Subject to the terms and conditions
of this Agreement, the Purchaser
will purchase the Shares (the Seller is
obligated to sell the Shares to the
Purchaser) at a closing (the "Closing") to
be no later than July 30, 2009.
Closing shall be defined as the receipt by Seller of a fully
executed agreement
and the receipt of shares due Seller.
(iii) In the event the Purchaser does not
close on or before July 30, 2009,
this Agreement is terminated and
the Purchasers' right and the
Seller'
obligations are null and void.
B. METHOD OF PAYMENT. Payment to the
Seller of the Purchase Price shall be
made at the Closing by delivery of the share certificate
representing 25,000,000
shares of Domark International, Inc. common stock to the
Seller.
2. PURCHASER'S
REPRESENTATIONS, WARRANTIES, ETC. The Purchaser
represents
and warrants to, and covenants and agrees with, the Seller as
follows:
A. The Purchaser
is purchasing the Shares for its
own account for
investment only and not with a view towards the
public sale or distribution
thereof and not with a view to or for sale in connection with
any distribution
thereof.
B. The Purchaser is (i) an "accredited
investor" as that term is defined in
Rule 501 of the General Rules and Regulations
under the 1933 Act by reason of
Rule 501(a)(3) and (6), (ii) experienced in
making investments of the kind
described in this Agreement and the related documents, (iii)
able, by reason of
the business and financial, to protect its own interests in
connection with the
transactions described in this Agreement, and the
related documents, and (iv)
able to afford the entire loss of its investment in the Shares.
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C. The Purchaser understands
that its investment in the Shares involves a
high degree of risk.
3. SELLERS REPRESENTATIONS, ETC. The
Seller represents and warrants to the
Purchaser that:
A. CONCERNING THE SHARES. There are no
preemptive rights of any shareholder
of DoMark International, Inc. or any third party to acquire the
Sha
