EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
AGREEMENT
made August 31,
2005, between Market Central, Inc. (d/b/a
Scientigo, Inc.) ("Seller") and Lion
Development Group II, Inc. ("Buyer").
RECITALS
E-Commerce
Support Centers, Inc.
("E-Comm")is duly organized and existing
under the laws of the State of North
Carolina and has issued to Seller one
thousand (1,000) common shares of no par
value capital stock,
representing one
hundred percent (100%) of the issued and outstanding, fully paid and
non-assessable stock of
E-COMM("Stock");
Seller is
desirous of selling the Stock to Buyer and the name "E-Commerce
Support Centers, Inc." ("Name") under the terms and
conditions stated
herein,
and Buyer is desirous of purchasing the Stock under the terms and
conditions
stated herein.
NOW
THEREFORE, in
consideration of the mutual covenants and agreements of
the parties hereto, and other good and
valuable
consideration, the
receipt and
sufficiency of which are hereby expressly
acknowledged,
including the foregoing
recitals which are made a part hereof, it
is agreed as follows:
1.
Purchase
and Sale of Stock.
Subject to the terms and conditions
stated herein, Seller agrees to sell,
assign and transfer to
Buyer, and Buyer
agrees to purchase from Seller, free and clear of all liens, claims and
encumbrances, the Stock and the Name.
2.
Purchase
Price. As the purchase price for the Stock and the
Name,
Buyer shall pay to Seller the sum of (i) One Thousand Dollars ($1,000.00),
payable on the date of the Closing, and (ii)then on the one year
anniversary
date of this agreement Buyer shall pay
Seller that portion of the purchase price
referred to as "deferred purchase amount" as per the
provisions of paragraph 16
below.
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3.
Closing.
The Closing of the
sale shall be by fax effective the date
hereof(the "Closing"). At the Closing:
(a) Seller shall
deliver to Buyer:
(i) A duly
executed certificate evidencing Buyer's ownership
of the Stock;
(ii) A Certificate
of Good Standing
issued by the
Secretary
of State of North
Carolina for E-COMM
and a certified
copy of E-Comm's Articles of Incorporation;
(iii) Duly executed
resignations
of all of the existing
directors and officers of E-Comm;
(iv) All original
licenses and permits issued to E-Comm to
operate its business;
(v) A duly
executed Assignment of the Name from Seller to
Buyer;
(vi) All books and
records of E-COMM; and
(vii) Any other documents contemplated hereunder, all properly
executed.
(b) Buyer shall
deliver to Seller a certified or cashier's check,
payable to the order of Buyer, in the amount of $1,000.00.
4.
Representations and
Warranties. Seller
represents and
warrants as
follows, but makes no other implied or
express warranties:
(a) Organization
and Standing. E-COMM is a corporation duly
organized, validly existing, and in good
standing under the laws of the State of
North Carolina.
(b)
Subsidiaries. E-COMM has no subsidiaries.
(c)
Capitalization. The aggregate number of shares which E-COMM is
authorized to issue is ______ common
shares, of which 1,000 shares are
issued
and presently outstanding. All such issued shares have been
validly issued and
are fully paid and non-assessable. E-COMM has no outstanding subscriptions,
contracts, options, warrants, or other
obligations to issue, sell, or otherwise
dispose of, or to purchase, redeem or otherwise acquire any of its shares.
Seller has good and marketable title to the Stock, free and clear of any
options, restrictions, voting trust or other voting
agreements, liens, claims,
equities encumbrances or security
interests.
-2-
<PAGE>
(d)
Share
Ownership.
Seller represents and warrants that
Seller
has full right and authority to transfer the Stock to Buyer, and there are no
other shares of E-COMM owned or claimed by
any person or entity.
(e) Binding.
This Agreement has been duly executed
and delivered
by Seller and constitutes a valid,
legal and binding
obligation of Seller.
No
approval or consent of any person other
than Seller is
necessary in
connection
with the performance by Seller of his
obligations hereunder.
(f) Broker.
The negotiations related to this Agreement and the
transactions contemplated herein will not give rise to any claim
against any
party hereto for a finder's fee, brokerage
commission or other like payment.
(g) Taxes.
E-COMM has timely and
duly filed with the
appropriate
governmental agencies all tax returns,
declarations
of estimated tax, and
tax
reports required to be filed by E-COMM;
and all taxes and
other assessments,
relating to E-COMM which E-COMM is required
to pay, withhold or collect, and if
not yet due, shall be paid by Seller when due
and payable. Seller
has tendered
to Buyer the state and federal income tax returns of E-COMM for
the years 2003
and 2004 (collectively the "Tax Returns"). Seller warrants and represents
to
Buyer that the financial information contained in the Tax Returns is
true and
accurate in all respects, and that Buyer may rely on this
information
as an
inducement to enter into and consum
