EX-10.6 12 doc11.txt STOCK PURCHASE AGREEMENT - CASINO 1 Asset purchase agreement PURCHASE AGREEMENT -------------------- between INVICTA GROUP INC. As the Buyer and CASINO RATED PLAYERS, INC RATED PLAYERS, INC As the Seller JULY 15, 2002 PURCHASE AGREEMENT AGREEMENT entered into as of July 15th 2002, by and between INVICTA GROUP INC., a Nevada corporation (the "Buyer"), CASINO RATED PLAYERS, INC a Florida ------- Corporation and WILLIAM FORHAN, an individual; collectively (the "Sellers"), --------- WHEREAS, the Sellers, among other things, owns a website, owns it's domain name, a database of 14,000 Players; and is a liscensed Casino Rep. in the state of Nevada and the Bahamas Islands. WHEREAS, the Sellers desires to sell and the Buyer desires to purchase the stock of the Sellers, upon the terms and conditions hereinafter set forth; and WHEREAS, William Forhan is the majority shareholder of the Sellers. NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. DEFINITIONS. ------------ "Acquired Assets": means all of the right, title, and interest that the ------------------- Sellers possesses and has the right to transfer in and to those assets identified on Schedule A hereto. "Buyer" : means Invicta Group Inc. as set forth in the preface above. ----------------- "Intellectual Property" : means (a) all inventions (whether patentable or ------------------------ unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data and related documentation), (g) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium). "Sellers": means Casino Rated Players, Inc and William Forhan. ---------- "Stock" :means all shares issued to Casino Rated Players, Inc shareholders. --------- Stockmeans all shares issued to Casino Rated Players, Inc shareholders. "Website": means internet site promoting business of Casino Rated Players -------- 2. BASIC TRANSACTION. ----------------------- (a) Purchase and Sale of Stock. On and subject to the terms and ------------------------------- conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Stock, for the consideration specified below . 2) Purchase Price. The purchase price for the Stock (the "Purchase ----------------- --------- Price") shall be the sum of 15,651,000 shares of common stock in Invicta Group Inc. 3) Accrued Compensation: $70,000 will be accepted as a accounts payable ---------------------- transaction and listed on Invicta's Balance Sheet. (d) Deliveries at the Closing. At the Closing, (i) the Seller will --------------------------- deliver to the Buyer the various customer lists and website codes; (ii) the Buyer will deliver to the Seller the stock certificates. (e) Allocation. The Parties agree to allocate the Purchase Price (and all ----------- other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with (GAAP). 3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and ------------------------------------------------- warrants to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except to the extent set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The ---------------------- Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3. (a) Organization of the Seller. The Seller is a corporation duly ------------------------------ organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. (b) Authorization of Transaction. The Seller has full power and authority ------------------------------- (including full corporate power and authority) to execute and deliver this Agreement and the other agreements, documents and instruments contemplated hereby, and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and, to the extent required under applicable law, the Stockholders of Seller, has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. (c) No contravention. Neither the execution and the delivery of this ------------------ Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the charter or bylaws of the Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice to consummate the transactions contemplated by this Agreement. (d) Intellectual Property. ----------------------- (i) To the extent that the Acquired Assets include Intellectual Property of the Seller, such Intellectual Property is owned by the Seller free and clear of all Security Interests. (ii) No Intellectual Property of the Seller included in the Acquired Assets has been licensed to any third party. (iii) No Intellectual Property of the Seller included in the Acquired Assets is the subject of an application to register, or of a registration, with any Federal or State authority. (iv) To the Knowledge of the Seller, no third party has interfered with, infringed upon, misappropriated, or violated any material Intellectual Property rights of the Seller included in the Acquired Assets. 4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and --------------------------------------------- warrants to the Seller that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except to the extent set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4. (a) Organization of the Buyer. The Buyer is a corporation duly ----------------------------- organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. (b) Authorization of Transaction. The Buyer has full power and ------------------------------- authority (including full corporate power and authority) to execute and deliver this Agreement, and the other agreements, documents and instruments contemplated hereby, and to perform their respective obligations hereunder and thereunder. This agreement constitutes the valid and legally binding obligations of the Buyer, as the case may be, enforceable in accordance with their terms and conditions. (c) No contravention. Neither the execution and the delivery of this ------------------ Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject. 5. PRE- CLOSING COVENANTS. ------------------------ (a) General. Each of the Parties will use its reasonable best efforts -------- to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (b) Notices and Consents. Each of the Parties will give any notices ----------------------- to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(c) and Section 4(c) above. (c) Operation of Business. The Seller will not engage in any practice, take ---------------------- any action, or enter into any transaction outside the Ordinary Course of Business the primary purpose or effect of which will have a material adverse effect on the Acquired Assets or the transactions contemplated hereby. (d) Exclusivity. The Seller will not solicit, initiate, or encourage ------------ the submission of any proposal or offer from any Person relating to the acquisition of all or a portion of the Acquired Assets (including any acquisition structured as a merger, consolidation, or share exchange). 6. CONDITIONS TO OBLIGATION TO CLOSE. -------------------------------------- (a) Conditions to Obligation of the Buyer. The obligation of the Buyer -------------------------------------- to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) The Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) The Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iii) is satisfied in all respects; (v) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6 (a) if it executes a writing so stating at or prior to the Closing. (b) Conditions to Obligation of the Seller. The obligation of the -------------------------------------------- Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 6 (b) if it executes a writing so stating at or prior to the Closing. 7. POST-CLOSING COVENANTS. ------------------------ (a) Affirmative Covenants of Buyer. For so long as the Buyer has any --------------------------------- outstanding obligations under this Agreement , the Buyer will: (i) punctually, in accordance with the terms hereof , pay or cause to be paid all sums required to be paid by the Buyer pursuant hereto. (ii) provide prompt written notice to the Seller of the occurrence of one or more events which constitute or which, with the giving of notice or the lapse of time or both, would constitute a (A) breach of any representation, warranty or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default or an Event of Mandatory Acceleration under the Buyer Note; (iii) pay and discharge at or before maturity, all of its material obligations and liabilities, including without limitation, tax liabilities, except where the same is contested in good faith by appropriate proceedings, and will maintain in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same; (iv) comply in all material respects with all applicable laws, ordinances, rules, regulations and requirements of governmental authorities, except where the necessity of complying therewith is being contested in good faith by appropriate proceedings; (v) maintain proper books and records of accounts, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities and permit representatives of the Seller, at the Seller's expense, to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and representatives, all at such reasonable times as may be determined by the Seller; (vi) diligently protect the Buyer's rights in and to all intellectual property in which the Buyer has an interest, including without limitation, all intellectual property rights being acquired by the Buyer pursuant to this Agreement; and (b) Negative Covenants of Buyer. For so long as the Buyer has any ---------------------------- outstanding obligations under this Agreement , the Buyer will not, without the prior written consent of the Seller: (i) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (ii) sell, assign or otherwise dispose of any of the Acquired Assets which is comprised of Intellectual Property as defined in Section 1; 3) Affirmative Covenants of Sellers. Provided that an Event of Default -------------------------------------- has not occurred , the Sellers grant to Buyer the right of first refusal to obtain an irrevocable, nonexclusive, nontransferable right and license to make, use and sell any new product or products. 8. INDEMNIFICATION. ---------------- 1) Indemnification by the Buyer. Subject to the provisions of Section 8 (c) ----------------------------- hereof, the Buyer , jointly and severally, hereby indemnify and hold harmless the Seller s and its officers, directors, employees, representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by the Buyer in this Agreement or any other agreement. (b) Indemnification by the Seller. The Seller hereby indemnifies and -------------------------------- holds harmless the Buyer and its officers, directors, employees, representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any Damages arising, directly or indirectly, from or in connection with (i) any breach of any representation or warranty made by the Seller s in this Agreement or in any agreement, certificate or document delivered by the Sellers pursuant to this Agreement, (ii) any breach by the Sellers of any covenant or obligation of the Sellers in this Agreement or in any other agreement, document or certificate contemplated by this Agreement, or (iii) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with the Sellers (or any person acting on its behalf) in connection with any of the transactions contemplated hereby. (c) Time Limitations. No party to this Agreement shall have any ------------------ liability (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the date hereof, unless notice of any such liability is provided on or before twelve (12) months from the date hereof. 9. MISCELLANEOUS. -------------- (a) Survival of Representations and Warranties. All of the ----------------------------------------------- representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of one year. (b) No Third-Party Beneficiaries. This Agreement shall not confer any ------------------------------ rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. (c) Entire Agreement. This Agreement (including the documents referred to ------------------ herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof. (d) Succession and Assignment. This Agreement shall be binding upon ---------------------------- and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party. (e) Counterparts. This Agreement may be executed in one or more ------------- counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. (f) Headings. The section headings contained in this Agreement are --------- inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. (g) Notices. All notices, requests, demands, claims, and other -------- communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to the Seller: Casino Rated Players, Inc. -------------------- 1000 S. Ocean Blvd. # 16F Pompano Beach, Fl. 33062 Facsimile No: 954 785 1508 Attn: William Forhan,CEO If to the Buyer: Invicta Group, Inc. ------------------- 9553 Harding Avenue Miami Beach, FL 33154 Facsimile No.: (305) 866-3858 Attn:David Scott, PresidenT Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), and such notice, request, demand, claim, or other communication shall be deemed to have been duly given (i) three days following delivery to an authorized United States Postal Office receptacle, (ii) upon facsimile transmission, provided that electronic confirmation of receipt is retained by the transmitting party, or (iii) upon receipt, if by personal delivery. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth. 8) Governing Law; Arbitration. This Agreement shall be governed by and ----------------------------- construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. In the event of any dispute between the parties arising out of this Agreement or the transactions contemplated hereby, such dispute shall be resolved by binding arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association (the "Arbitration"). 9) The Arbitration shall be conducted (i) in Miami-Dade County, Florida if instituted by the Buyer, or (ii) in Broward County ,Fl. if instituted by the Sellers, and heard by three arbitrators, one of whom shall be selected by each party, with the third arbitrator being selected by agreement of the two arbitrators selected by the parties. The determination of the arbitrators shall be final and binding upon the parties and judgment on the award may be entered in any court of competent jurisdiction. (i) Amendments and Waivers. No amendment of any provision of this ------------------------- Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Sellers. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. (j) Severability. Any term or provision of this Agreement that is invalid ------------- or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. (k) Expenses. Each of the Buyer and the Sellers will bear its own --------- costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. (l) Construction. The Parties have participated jointly in the ------------- negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. ***** IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date July 15,2002 INVICTA GROUP, INC. /s/ David Scott, President By: ______________________ David Scott, President CASINO RATED PLAYERS, INC. /s/ William Forhan, CEO By: ______________________ William Forhan, CEO /s/ William Forhan, CEO By: ______________________ William Forhan, individually SCHEDULE A ACQUIRED ASSETS --------------- 1. Casino Rated Players Website 2. 14,500 database of customers 3. Furniture and Equipment 4. Casino Rep License in Bahamas, Nevada, Caribbean Islands