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Exhibit 7.6 Stock Purchase Option Agreement
STOCK PURCHASE OPTION AGREEMENT
This Stock Purchase Option Agreement is entered into this 6th day of
December, 1996 by and between OTC Emerging Growth fund and its subsidiary, IPO
Network, Inc., Xxxxx Xxxxxxxx and , collectively referred to hereinafter as
"Sellers"), located at 00 Xxxxxxxx Xxxxxx, #000, Xxxxxxx, XX 00000, and Hightec,
Inc. as ("Buyer")..
Whereas Seller desires to sell and Buyer desires to buy an option to acquire
100% of the issued and outstanding shares owned by Sellers of the IPO Network,
Inc. including the assets more fully described herein,
Now therefore, for valuable consideration, the parties hereby agree as follows:
1. SELLER'S AGREEMENT TO SELL AND BUYER'S AGREEMENT TO PURCHASE 100% OF THE
ISSUED AND OUTSTANDING STOCK OF THE IPO NETWORK, INC., INCLUDING THE FOLLOWING
ASSETS OF IPO NETWORK INC., DESCRIBED MORE FULLY IN THE PARAGRAPHS BELOW.
a. IPO television show, all rights.
b. S.M.A.R.T. Money Workshops Television Infomercial, all rights
c. S.M.A.R.T. Money Workshop training curricula
d. IPO Network hard copy library and data base of IPOs from 1973 to
present
e. IPO Network Internet World Wide Web Site (on line service)
f. IPO Network and S.M.A.R.T. Money Workshop trade marks, trade names,,
logos, and intellectual property rights associated with IPO Network,
and S.M.A.R.T. Money Workshops.
a. IPO TELEVISION SHOW DEFINED. The IPO Television Show is a 1/2 hour show,
produced in January 1995, as the first in a series of periodic television
specials which feature the top ten best performing IPOs of 1994 ranked by the
performance of their stock price from the day after their IPO date (when any
investor could purchase them) until December 31, 1994. The IPO Show features
statistics as to the number of IPOs during the year, the number of. winners and
losers, and the risks and rewards of investing in IPOs. The IPO show includes 8
advertisements from the pilot Show's sponsors. The show has aired 26 times on
the American Independent Television Network from January 14, 1995 through June
30, 1995 every Saturday at 6:00 p.m. The IPO show television commercials were
designed to get viewers to call for a free list of the top 100 IPOs and a free
copy of a reprint of a research report published in the Opportunist Magazine.
The IPO Television Show generated over 4,000 investor leads which in turn
generated sales of products from the sponsors. Video footage from the show was
also digitized and archived on the Company's Internet World Wide Web Site in
MPEG compressed video.
b. S.M.A.R.T. MONEY WORKSHOP TELEVISION INFOMERCIAL DEFINED. The S.M.A.R.T.
Money Workshop Television Infomercial is a 1/2 hour television show produced in
February, 1995 using footage from the IPO Show video library. The entire show is
formatted as an infomercial designed to get viewers to attend a
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free seminar at local hotels featuring the Show's IPO expert, Xxxxx Xxxxxxxx.
The IPO Show Infomercial aired in Las Vegas, Nevada on March 26th and 27th on
the local NBC and Fox Television affiliate stations. Approximately 500 viewers
attended a series of four free seminars held at Alexis Park Hotel and Arizona
Charlies Hotel on March 29th and 30th. Approximately 20% of the attendees paid
$1,000 to attend the S.M.A.R.T. Money Workshop held at Alexis Park Hotel on
April 30, 1995.
c. S.M.A.R.T. MONEY WORKSHOP TRAINING CURRICULA DEFINED. The S.M.A.R.T. Money
Workshop Training Curricula is an educational curricula and a series of
workbooks, briefing charts, electronic spreadsheets, computer software and other
components developed by the IPO Network, Inc., to teach investors to be better
investors using "play money" accounts called "Simulated Market Account Reality
Training". The S.M.A.R.T. Money accounts are used to educate investors as to the
principals of stock market investing without investing real money. Attendees may
use play money accounts which allow them to execute fictitious transactions for
real stocks, using real time quotes, and confirmation statements which itemize
all stock trades, commissions and expenses, portfolio value, and ranking of the
customer's relative performance against other S.M.A.R.T. Money Workshop
attendees. The S.M.A.R.T. money accounts are used in conjunction with financial
newsletters, educational books, stock charting software and data bases,
electronic mail, and the IPO Network Internet world wide web site for delivery
of current information on all members accounts, IPO research services and other
related services. Numerous products and services may be developed using any
components of the S.M.A.R.T. Money Workshop Training Curricula including
seminars, workshops, video training tapes, software, newsletters, and consulting
services.
d. IPO NETWORK HARD COPY LIBRARY AND ELECTRONIC DATA BASE DEFINED. The IPO
Network Hard Copy Library contains approximately 10,000 pages of proprietary
newsletters, print outs of 10,000 stock charts, and print outs of computer
spread sheets for over 10,000 IPO stocks from 1973 to present. The library is
believed to be the largest collection of research data and statistical analysis
on IPOs anywhere in the world. The newsletters contain prospectus summaries on
over 10,000 IPOs. The hard copy spreadsheets contain financial data on the IPO
Companies, offering prices, shares offered, and stock ticker symbols. The
library may be used to track gains and losses of nationally listed stocks (NYSE,
AMEX, and NASDAQ) from their IPO date to present.
The Electronic Data Base is a series of software, data files, spreadsheets, and
ticker symbol lists which create charts, and financial perforce rankings of all
nationally listed stocks from 1973 to present. Thousands of man-hours of data
entry and analysis have been conducted to create, organize and maintain the data
base, and to create output reports for the Internet World Wide Web Site and the
IPO Network Hard Copy Library.
e. IPO NETWORK INTERNET WORLD WIDE WEB SITE (ON LINE SERVICE) DEFINED: The IPO
Network World Wide Web Site is a commercial information service maintained on
the Internet World Wide Web. Approximately 300,000 accesses to the Web Site were
made in 1996. The Web Site contains summary information on approximately 1,000
IPOs conducted in 1995 and 1996. It also maintains information on new issues in
registration which plan to conduct IPOs within the next few months. The summary
information includes prospectus summary financial information including up to
five years sales and earnings history of each IPO, if available. The Web Site
also contains links to stock charts, and a stock quote service, FLEXQUOTE which
lets users calculate the theoretical gains of a fantasy stock account, and links
to other stock market financial sites, including the SEC XXXXX files.
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f. TRADE MARKS, TRADE NAMES, LOGOS, AND INTELLECTUAL PROPERTY RIGHTS DEFINED:
The assets being sold include all trade names, logos, and intellectual property
rights associated with IPO Network, IPO Show, S.M.A.R.T. Money Workshops,
Internet Preview Channel, IPO Fund Managers, and IPO Investment Partnership. The
trade names, and logos have been used in the workbooks, television shows, and
printed brochures and materials, and in proposals, briefing charts, and Internet
World Wide Web Site demonstrations.
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2. ASSETS FREE OF LIENS AND ENCUMBRANCES. Seller represents and warrants that
the assets being sold are free of any liens, encumbrances and sale and
conveyance of such assets will not breach any agreements to which the seller is
a party.
3. CONSIDERATION. The consideration to be paid to OTC Emerging Growth Fund, Inc.
and the other selling shareholders for the sale of assets defined above shall be
as follows:
a. This option agreement. $1.
b. To exercise this option agreement: 2,000,000 shares of common stock of
Hightec, Inc. to be exchanged for 100% of the issued and outstanding shares of
IPO Network, Inc. distributed as follows:
OTC Emerging Growth Fund - 80% 1,600,000 shares
10 additional designees none of which own 5% or more of the outstanding shares:
20% 400,000 shares
4. POTENTIAL CONFLICT OF INTEREST - NON ARMS LENGTH AGREEMENT. It is recognized
and agreed between the parties that a potential conflict of interest arises out
of the fact that Xxxxx Xxxxxxxx is the controlling shareholder of both the Buyer
and the Seller. As such the terms and conditions of the sale were not negotiated
in an arms length agreement. The determination of the amount of shares to be
issued, the book value per share, and any other relationship to measures of
value are arbitrary. The asset will be booked at $ .001 per share par value. By
expensing the research and development expense of the assets rather than
capitalizing the expenses of their development cost, the company will be able to
recognize a profit in the future much sooner because it will not have to
depreciate the asset over their useful life.
5. ARBITRATION. Any dispute arising from this agreement shall be settled by
arbitration under the rules of the American Arbitration Association, San
Francisco, California.
6. ENTIRE AGREEMENT. This represents the entire agreement between the parties
with regards to the subject matter.
7. AUTHORIZATION, SUBJECT TO APPROVALS, DEADLINE. The undersigned represent and
warrant that they are authorized to enter into this agreement on behalf of their
respective organizations. They shall cause all acts, and execute all documents
necessary to implement the intent of this agreement. This agreement is subject
to approval of the Boards of Directors and majority shareholders of each
company, prior to being effective. Such approval shall immediately be sought,
and shall be completed no later than December 31, 1996.
15. EFFECTIVE DATE. The effective date of this agreement shall be upon approval
of the Boards of Directors of each company.
For IPO Network, Inc.
OTC Emerging Growth Fund
/S/ Xxxxx Xxxxxxxx
-------------------------------------------
Xxxxx Xxxxxxxx, President and Sole Director
Hightec, Inc.
Xxxxx Xxxxxxxx, President and majority shareholder
