STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 19th day of June, 2000 by and between:
WHITEHALL ENTERPRISES, INC., (formerly TOTAL WORLD TELECOMMUNICATIONS, INC.), a
reorganized company under Chapter 11 of the United States Bankruptcy Code, incorporated under the laws of
the state of Delaware,
(the "Vendor")
- and -
GLOBAL FINANCIAL INVESTMENTS, LLC, a limited liability company incorporated under the laws of
Arizona, (the "Purchaser");
WHEREAS the Vendor is the owner of all of the issued and outstanding shares of Mega Blow Moulding Limited,
(the "Company") and desires to sell to the Purchaser its shares in the Company's capital stock; and
WHEREAS the Purchaser desires to purchase the Vendor's shares in the Company's capital stock;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the payments and mutual
covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1. - INTERPRETATION
1.1 Definitions:
In addition to other terms defined in this Agreement, the following terms shall have the following meanings:
(a) "Bankruptcy Code" means Title 11 of U.S. Code 11U.S.C., 1.1 Et Seq.;
(b) "Business" means the business presently carried on by the Company consisting of the development and
production of blow molded plastic products;
(c) "Business Day" means a day other than Saturday, Sunday or legal holiday as such term is defined in
Bankruptcy Rule 9006(a) of the Bankruptcy
Code;
(d) "Closing" means the completion of the purchase and sale of the Purchased Shares in accordance with Article
11 hereof;
(e) "Closing Date" means that date which is eleven (11) calendar days following the date upon which all of the
conditions precedent to Closing set forth in this Agreement have been satisfied or waived by the Purchaser and
the Vendor as applicable;
(f) "Financial Statements" mean the Company's financial statement for its las