Sample Business Contracts

Stock Purchase Agreement - GMAI Auctentia Central de Compras SL and Ramon Egurbide Urigoitia

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                                                      [Translated from Spanish]
                                                           Madrid, May 17, 2005

                                 MEETING BETWEEN

National Identity Card number 14824129-P, and residing at Calle Iparraguirre no.
34, Bilbao.

Identity Card number 50.432.216-R, of legal age, residing at Calle Tellez no.
30, Madrid, in the name of and in representation as proxy of GMAI AUCTENTIA
CENTRAL DE COMPRAS, S.L., with Tax ID number B-83406462.


1.- That on February 1, 2005, the worker Mr. RAMON EGURBIDE URIGOITIA and the
firm GMAI AUCTENTIA CENTRAL DE COMPRAS, S.L. agreed to the substitution of the
labor relationship of an indefinite nature which existed between the worker and
the firm AFINSA BIENES TANGIBLES, S.A. on the basis of the contract in force at
that time.

COMPRAS, S.L. have a labor relationship since February 1, 2005 as GMAI AUCTENTIA
CENTRAL DE COMPRAS, S.L., has subrogated all the rights and obligations and

3.- That at the present time, both parties have considered establishing a new
compensation for the services provided by Mr. RAMON EGURBIDE URIGOITIA, as well
as including certain stipulations in the contract, whereby both parties,
recognizing themselves as having sufficient and reciprocal legal ability to
commit themselves,


FIRST.- That the compensation agreed upon for the services provided by Mr. RAMON
EGURBIDE URIGOITIA (hereinafter, Mr. RAMON EGURBIDE), starting on the date of
February 1, 2005, until the expiration of his contract, shall be the following:


      A)    CENTRAL DE COMPRAS shall pay Mr. RAMON EGURBIDE a salary of 200,000
            Euro annually during the period from February 1, 2005 to November
            30, 2005. This salary shall be increased, up to the amount of


            215,000 Euro for the period including December 1, 2005, until
            November 30, 2006, and up to the amount of 230,000 Euro, for the
            period including from December 1, 2006 for the remainder of the
            duration of this contract.

      B)    Relative to each fiscal year, CENTRAL DE COMPRAS shall pay Mr. RAMON
            EGURBIDE a cash bonus equal to 0.5 % of the Audited Profit before
            Taxes of the American company GMAI for said fiscal year (company
            belonging to the GMAI-Auctentia group), up to a maximum bonus of
            50,000 Euro. In the event that this contract should expire prior to
            the end of a fiscal year, Mr. RAMON EGURBIDE shall have the right to
            receive a cash bonus equal to the sum of 0.5% of GMAI's Audited
            Profit before Taxes for said fiscal year (up to a maximum of 50,000
            Euro), proportionate to the actual work during the fiscal year then
            in force. The term "Audited Profit before Taxes" means GMAI's net
            income for the fiscal year before taxes on income, determined in
            accordance with generally accepted accounting principles, applied as
            determined by GMAI's independent auditors.

            The Bonus shall be immediately payable after GMAI's independent
            auditors have determined the amount of the Audited Profit before
            Taxes as demonstrated by a report issued by said auditors, but in no
            event later than two and a half months after the end of the calendar
            year in which said fiscal year ends. In the event that Mr. RAMON
            EGURBIDE's work should end prior to the end of a fiscal year, a
            pro-rated Bonus shall be paid no later than a month and a half after
            the end of the calendar year in which this termination occurs. In
            the event that the auditors' reports should not be available at the
            time that the Bonus is to be paid in virtue of this stipulation, the
            Bonus shall be calculated by CENTRAL DE COMPRAS in good faith basing
            itself on the information then available. For the purposes of
            determining the amount of the Bonus, the Audited Income before Taxes
            shall first be converted into Euro, using the type of exchange rate
            applicable on the business day immediately prior to the date of the
            report issued by the auditors.

            SECOND.- Both parties agree, that the set of stipulations which are
            reported hereafter are added to the existing labor contract between
            the parties:


        Upon delivery by RAMON EGURBIDE of receipts in accordance with CENTRAL
        DE COMPRAS' usual procedures, CENTRAL DE COMPRAS shall reimburse, with
        reasonable speed, RAMON EGURBIDE for all the reasonable and necessary
        expenses for trips, business entertainment, and other business expenses
        that RAMON EGURBIDE may have incurred relative to the fulfillment of his
        obligations in virtue of this Contract.



        "A.- Mr. RAMON EGURBIDE recognizes that during the course of his work
        with CENTRAL DE COMPRAS he shall necessarily have access to, and use,
        "Confidential Information" (which shall be determined later) and CENTRAL
        DE COMPRAS' confidential records. Mr. RAMON EGURBIDE, during the
        duration of this contract or at any later time, directly or indirectly,
        shall not use for his own purposes or for the benefit of any person or
        entity other than CENTRAL DE COMPRAS, or otherwise disclose, any
        "confidential information" to any person or entity, except if the
        disclosure has been authorized in writing by CENTRAL DE COMPRAS or is
        required by law.

        Mr. RAMON EGURBIDE understands that the term "confidential information"
        includes, but is not limited to, the following:

            a)    the name and address of any CENTRAL DE COMPRAS client, vendor
                  or any information referring to the transactions or relations
                  of any CENTRAL DE COMPRAS client, vendor, or any partner,
                  advisors, executives, or agents of CENTRAL DE COMPRAS.

            b)    any information referring to any product, technology, or
                  process employed by CENTRAL DE COMPRAS but not generally known
                  to its clients, vendors, or competitors, either in development
                  or under testing by CENTRAL DE COMPRAS but not offered at that
                  time generally to clients or vendors;

            c)    any information referring to CENTRAL DE COMPRAS' software,
                  information systems, price-setting or marketing methods, sales
                  margins, production costs, materials costs, capital structure,
                  business results, loan agreements, or business plans;

            d)    any information that is generally considered as confidential
                  or property of any business line initiated by CENTRAL DE

            e)    any CENTRAL DE COMPRAS business plans, budgets, advertising,
                  or marketing plans whatsoever.

            f)    any information contained in any of the written or oral
                  policies and procedures and manuals;

            g)    any information that belongs to CENTRAL DE COMPRAS' clients,
                  vendors, or any other person or entity that CENTRAL DE COMPRAS
                  has agreed to keep confidential;

            h)    any inventions, innovations, or improvements covered by this


            i)    information on CENTRAL DE COMPRAS' salaries, personnel, and

            j)    all materials relative to, or belonging to any of the
                  foregoing, whether in a handwritten, printed, graphic, video,
                  audio, electronic, or other type of format.

        B).- Mr. RAMON EGURBIDE recognizes that information that is not new or
        registered as copyright or patented may however be "confidential

        C).- The term "confidential information" does not include information
        known to Mr. RAMON EGURBIDE prior to his work for CENTRAL DE COMPRAS or
        information generally available and known to the public or information
        that is or becomes available to Mr. RAMON EGURBIDE on a non-confidential
        basis from a source other than CENTRAL DE COMPRAS or its advisors,
        executives, employees, or agents.

        D) All "confidential information" is and shall be the exclusive property
        of CENTRAL DE COMPRAS during the period of the duration of this contract
        and afterwards. After the contract's termination for any reason, Mr.
        RAMON EGURBIDE may not retain any of CENTRAL DE COMPRAS' "confidential
        information" and shall quickly return any of CENTRAL DE COMPRAS'
        "confidential information" in his possession to CENTRAL DE COMPRAS.

        E) All inventions, innovations, or improvements (including policies,
        processes, upgrades, software, ideas, and discoveries, whether they be
        patents, copyrights, business trademarks, service marks, or others)
        conceived or produced by Mr. RAMON EGURBIDE, whether exclusively or
        jointly with others, in the course of his work, and any derivates
        whatsoever of any of said inventions, innovations, or improvements
        belong to CENTRAL DE COMPRAS. Mr. RAMON EGURBIDE shall immediately
        disclose in writing to the CENTRAL DE COMPRAS said inventions,
        innovations, or improvements in their entirety, and shall undertake all
        actions reasonably solicited by CENTRAL DE COMPRAS to establish and
        confirm ownership by CENTRAL DE COMPRAS, including, but not limited to,
        cooperation and assistance provided to CENTRAL DE COMPRAS to obtain
        patents, copyrights, commercial trademarks, or service marks for CENTRAL
        DE COMPRAS in the United States and in foreign countries. Mr. RAMON
        EGURBIDE agrees that any request submitted by Mr. RAMON EGURBIDE in the
        period of one year after the termination of his work in virtue of this
        contract, shall be assumed to be an invention that was executed during
        his work, except if he can provide evidence to the contrary to the
        satisfaction of CENTRAL DE COMPRAS.



        All notices or other communications required or contemplated through
        this Contract must be in writing and be sent by one of the following
        methods: (1) personal delivery, in which case delivery shall be
        considered to be the day of delivery; (2) certified or registered mail,
        prepaid mail, with acknowledgment of receipt requested, in which case
        the delivery date shall be considered to be the date in which it is
        officially registered as having been delivered to the addressee
        foreseen; or (3) next-day delivery by a recognized courier service, in
        which case the delivery shall be considered to have been the day of its


        Mr. RAMON EGURBIDE recognizes the highly competitive nature of CENTRAL
        DE COMPRAS' business and that access to CENTRAL DE COMPRAS' confidential
        records and "confidential information" makes him special and unique
        within the CENTRAL DE COMPRAS business sector. Mr. RAMON EGURBIDE
        recalls that during (i) the duration of this contract and (ii) the
        period starting on the work termination date ending one year after the
        contract's termination date (jointly, the "Coverage Time"), Mr. RAMON
        EGURBIDE, directly or indirectly, in his own name and in the name of any
        person or entity (i) shall not possess, operate, exploit, join with,
        participate in, invest in, or he shall be related or otherwise
        associated to, including as an executive, advisor, employee, independent
        contractor, shareholder, member, partner, consultant, advisor, agent,
        owner, "trustee," or investor, of any business located in the United
        States or the European Community which, directly or indirectly, commits
        him to a "Competitive Business"; (ii) shall not solicit, do business
        with, or shall not attempt to, or seek to do business which constitutes
        or is related to a "Competitive Business" with any person or entity who
        may have been a client, vendor, licensee, or strategic ally of CENTRAL
        DE COMPRAS during the previous two-year period; or (iii) shall not
        persuade or seek to persuade any client, supplier, vendor, licensee, or
        strategic ally to stop doing business or reduce the amount of business
        usually carried out or contemplate doing with CENTRAL DE COMPRAS;
        however, it is understood, that the ownership of 2% or less of the
        shares or other instruments of a company, whose shares are listed and/or
        negotiated on a stock exchange or its equivalent, including the Nasdaq
        Stock Market, shall not constitute non-fulfillment, as long as Mr. RAMON
        EGURBIDE does not have the power to control or manage the administration
        of, and is not otherwise associated with, said company. "Competitive
        Business" shall mean any business or entity involved in any business
        initiated by CENTRAL DE COMPRAS during the contract.

        Mr. RAMON EGURBIDE recalls that during the "Coverage Period" directly or
        indirectly, (i) he shall not solicit, develop, or shall not attempt to
        solicit or develop any of the employees, agents, consultants, or


        of CENTRAL DE COMPRAS to terminate their relationship with CENTRAL DE
        COMPRAS; or (ii) shall not solicit, encourage, contract, or attempt to
        solicit or encourage any employees, agents, consultants, or
        representatives of CENTRAL DE COMPRAS to convert themselves into
        employees, agents, representatives, or consultants of any other person
        or entity.


        Mr. RAMON EGURBIDE recognizes that, in virtue of his position, his
        services, and access to, and use of, confidential records and owner's
        information, any violation on his part of any of these commitments would
        cause immediate, material, and irreparable damage, which would not have
        any remedy to CENTRAL DE COMPRAS. Consequently, CENTRAL DE COMPRAS
        reserves itself the right to undertake pertinent legal actions for the
        purpose of limiting any violation or threat of violation of any


        This Contract is a personal contract, which requires the provision of
        services by Mr. RAMON EGURBIDE only.


        No waiver by either party for any non-fulfillment in accordance with
        this Contract shall be considered to have been extended to any previous
        or subsequent non-fulfillment or shall not affect in any way whatsoever
        any derivative rights. A renunciation by either party of any
        non-fulfillment by the other party shall not operate as a waiver of any
        other non-fulfillment whether it be similar or different to the waived
        non-fulfillment. No lateness by CENTRAL DE COMPRAS or by Mr. RAMON
        EGURBIDE in the exercise of any of their respective rights or remedies
        shall operate as a waiver of said right.


        If any stipulation of this Contract or its application to any person or
        circumstances is decided by a competent tribunal to be inapplicable by
        any measure, said stipulation shall be considered to be eliminated in
        the measure necessary to allow the remaining stipulations and the rest
        of this Contract to be executed. If any stipulation of this Contract, or
        any part of same, is considered to be inapplicable due to the scope or
        the duration of the stipulation or the area covered by same, the scope,
        duration, or area covered by said stipulation shall be reduced, or
        otherwise amended to make said stipulation applicable in the broadest
        measure allowed by law.


        The stipulations of this Contract in the sense that its terms require a
        later execution of the termination of the work of Mr. RAMON EGURBIDE in
        virtue of this [document], or of this Contract, shall survive said

THIRD.- For the resolution of any dispute arising from the interpretation and/or
fulfillment of this Contract, the parties submit themselves to the jurisdiction
of the Courts and Tribunals of the city of Madrid, with express renunciation of
any other jurisdiction which might be competent.

And in witness whereof, they read, approve, and sign this contract, in duplicate
copies, in the city and on the date indicated above.