Exhibit 10.6
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered
into this 3oth day of May, 1999, by and between WEBQUEST INTERNATIONAL, INC.,
a Nevada corporation and its assignee(s) or nominee(s) (collectively,
"Purchaser") and XXXXX XXX XXXXXX individual residing in Amarillo TX
("Seller").
R E C I T A L S:
A. Seller is engaged in the Internet business, specifically the
development and marketing of Internet sites, xxxxxxxxxxxxxx.xxx, Siggy's
Place (the "Business").
B. Seller desires to sell and Purchaser desires to purchase certain
assets of Seller on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. PURCHASE. On the Closing Date (defined below), Seller shall sell
and Purchaser shall purchase the assets described in Section 2 below on the
terms and conditions set forth in this Agreement.
2. PURCHASED ASSETS. The assets ("Assets") which are the subject of
this Agreement and which Seller has agreed to sell and Purchaser has agreed to
purchase are those described on Exhibit "A" attached hereto and incorporated
herein by this reference. The parties mutually agree and acknowledge that
Purchaser has agreed to purchase only the Assets described on Exhibit A. The
Seller is retaining those assets described in Exhibit "A-2" and those assets
are not part of sale. Any pages not purchased will be redirected to the new
URL for a period of ten weeks.
3. PURCHASE PRICE. The purchase price ("Purchase Price") to be paid
to Seller by Purchaser for the Assets shall be TWENTY FIVE THOUSAND AND
NO/100THS DOLLARS ($25,000.00), payable as follows:
(a) Purchaser shall pay Seller the sum of NINETEEN THOUSAND AND
NO/100THS DOLLARS ($19,000.00) on the Closing Date by means of cashier's check
or wired funds and $6,000.00 worth of WebQuest common stock restricted under
rule 144 valued at $1.00 per share (6,000 shares) .
(b) Purchaser shall pay Seller the sum of NINETEEN THOUSAND AND
NO/100THS DOLLARS ($19,000.00), on Closing Date (or the next business day if
such date falls on a holiday or weekend) by means of cashier's check or wired
funds.
4. ASSUMED LIABILITIES. Purchaser shall assume and agree to pay,
discharge, and perform only those liabilities described on Exhibit "B"
attached hereto and incorporated herein by this reference (the "Assumed
Liabilities"), and Seller shall indemnify and hold Purchaser harmless for any
other claims, liabilities or obligations of Seller or related to the Assets.
5. CONVEYANCE. Title to the Assets shall be conveyed to Purchaser
by Seller by means of the Xxxx of Sale, Assignment & Assumption attached
hereto as Exhibit "C" and any other documents Purchaser shall reasonably
require, including, without limitation, any necessary consents for the
transfer of the Assets.
6. CLOSING DATE. The closing of the transactions contemplated by
this Agreement shall be held on or before May 30, 1999, or a later date
mutually agreed to by the parties (the "Closing Date"). The closing shall be
held at a mutually convenient location or shall be conducted by overnight
courier, mail, facsimile and other means mutually agreed upon by the parties
hereto. On the Closing Date, the conveyance documents shall be properly
executed and delivered to Purchaser, and Seller shall deliver possession of
the Assets and all books, records, and correspondence appurtenant thereto to
Purchaser.
7. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
represents and warrants to and covenants with Purchaser as follows:
(a) On the Closing Date, the Assets will be free and clear of all
debts, liens, claims, mortgages, and encumbrances whatsoever;
(b) Seller has provided Purchaser with true and correct copies of
all contracts, leases, agreements, licenses, and permits included in or
related to the Assets, and all such contracts, leases, agreements, licenses,
and permits are fully transferable to Purchaser, are legally binding and in
good standing, are not in default, and remain in full force and effect;
(c) There are no pending or, to the best of Seller's knowledge,
threatened suits or administrative actions relating to or affecting any of the
Assets;
(d) Seller has received no notices from any governmental
authority that Seller or any of the Assets are in violation of any applicable
rule, law, ordinance or regulation, or requiring the removal, modification, or
relocation of any of the Assets;
(e) All of the Assets are in good condition and will comply with
their intended use by Purchaser;
(f) Seller has all licenses and permits necessary to operate and
own the Business and the licenses and permits are fully transferable, in good
standing, and in full force and effect;
(g) To the best of Seller's knowledge the execution, delivery,
and performance of this Agreement, the consummation of the transactions
contemplated hereby, and the fulfillment of the terms hereof will not violate
any law, order, judgment, rule, regulation, decree, or ordinance to which
Seller is subject or by which Seller is bound;
(h) All ad Xxx Xxxx, personal property and other taxes or
assessments on or relating to the Assets have been paid;
(i) All tax returns required to be filed prior to the date
hereof by Seller have been timely filed, and all such tax returns have been
prepared in compliance with all applicable laws and regulations. All taxes
due and payable by or with respect to Seller or the Assets have been paid
prior to the Closing Date;
(j) To the best of Seller's knowledge up to and including
the Closing Date, Seller shall conduct its business in accordance with all
applicable laws and regulations in the same manner as it has in the past, will
not incur any additional liabilities relating to the Assets, and will take no
action that will or may result in a lien, claim, mortgage, or encumbrance
against the Assets;
(k) Seller has the power and authority to enter into and perform
its obligations under this Agreement;
(l) All sales and transfer taxes required to be paid in
connection with any of the Assets and all sales taxes required to be collected
by Seller and paid to the appropriate taxing authority, have been paid,
collected and remitted, or will be paid, collected, and remitted prior to the
Closing Date;
(m) To the best of Seller's knowledge there is no action, suit,
or other legal proceeding or governmental investigation pending or, to the
best of Seller's knowledge, threatened, anticipated or contemplated against
Seller or relating to the Assets, or questioning the validity or enforce
ability of this Agreement. To the best of Seller's knowledge there is no
known or prospective infringement of any lease, contract, or agreements
included in or relating to the Assets;
8. DUE DILIGENCE. Prior to the Closing Date, Seller shall permit
Purchaser and Purchaser's authorized representatives to have reasonable
access to the Assets and to Seller's books and records.
9. CONDITIONS PRECEDENT. The following shall be conditions
precedent to the closing of the transactions contemplated by this Agreement.
(a) Seller shall have complied with all of its undertakings and
obligations under this Agreement;
(b) The representations, warranties, and covenants of Seller set
forth in this Agreement shall be true and correct in all respects as of the
Closing Date;
(c) All consents and permits required to be obtained for the
transfer of the Assets hereunder shall have been obtained, including, without
limitation, any such consent or permit needed for Purchaser to have all
rights. Seller will transfer the domain names and any accounts relating to the
assets being transferred.
(d) Seller and Purchaser shall have executed the non-competition
agreement attached hereto as Exhibit "D."
10. AGREEMENT TO INDEMNIFY. Seller agrees to indemnify and hold
Purchaser and its affiliates harmless from and against the aggregate of all
expenses, losses, costs, deficiencies, liabilities and damages (including,
without limitation, related counsel and paralegal fees and expenses) incurred
or suffered by Purchaser (collectively, "Indemnifiable Damages") resulting
from or arising out of (i) any breach of a representation or warranty made by
Seller in or pursuant to this Agreement, (ii) any breach of the covenants or
agreements made by Seller in this Agreement, or (iii) any liabilities other
than the Assumed Liabilities. Each of the representations and warranties made
by Seller in this Agreement or pursuant hereto shall survive the closing of
the transactions contemplated hereby. Notwithstanding any knowledge of facts
determined or determinable by any party by investigation, each party shall
have the right to fully rely on the representations, warranties, covenants and
agreements of the other parties contained in this Agreement or in any other
documents or papers delivered in connection herewith. Each representation,
warranty, covenant and agreement of the parties contained in this Agreement is
independent of each other representation, warranty, covenant and agreement.
11. NOTICES. Any notice required or permitted to be sent by either
party under this Agreement to the other shall be in writing and shall be
deemed to be given (i) in the case of actual delivery when delivered to the
other party at the address set forth below, (ii) in the case of mailing, three
(3) days after said notice has been deposited in the United States mail,
postage prepaid, by certified or registered mail, addressed to the other party
at the address set forth below, and (iii) in other cases when actually
received, with a copy in each case to:
In the case of Seller:
Xxxxx Xxx Xxxxxx
1125 B So. Carolina
Xxxxxxxx, XX. 00000
Telephone: (000) 000-0000
In the case of Purchaser:
Webquest International, Inc.
0000 xxx 000 xxxxx 000
Xxxxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxx
with a required copy to:
Xxxxx X. Xxxxxx, Esq.
Xxxx Xxxx Peek Xxxxxxxx Xxxxxx and Xxxxxxxx
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
X. X. Xxx 0000
Xxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Each party may change the address to which notice may be sent by so notifying
the other party in writing as provided herein.
12. BROKERS. Seller and Purchaser represent and warrant to each
other that neither of them has employed a broker in regard to this Agreement
for which any commission may be due and payable. Each party agrees to
indemnify and hold the other party harmless against any brokerage commission
resulting from any breach of this representation.
13. LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Nevada.
14. COSTS AND ATTORNEY'S FEES. Should any dispute arise between the
parties over this Agreement, the prevailing party in any action brought to
resolve said dispute shall be entitled to recover its reasonable costs and
attorney's fees, including costs and fees on appeal.
15. THIRD PARTY BENEFICIARIES. It is the intent of Seller and
Purchaser that this Agreement is solely for the benefit of the parties hereto
and, therefore, no person or persons other than Seller and Purchaser shall
have any rights whatsoever under this Agreement, either as third party
beneficiaries or otherwise.
16. COSTS AND EXPENSES. Each party shall pay its own costs and
expenses, including attorney's fees, incurred in the negotiation, preparation
and execution of this Agreement and the closing hereunder.
17. COMPLETE AGREEMENT. This Agreement constitutes the complete
agreement between the parties hereto and it may not be amended, changed or
modified except by a writing signed by the party to be charged by said
amendment, change or modifications. This provision itself may not be changed
or altered orally but only in a writing signed by the parties to this
Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
as of the day and year first above written.
Purchaser: Seller:
WEBQUEST INTERNATIONAL, INC., /s/ Xxxxx Xxx Xxxxxx
a Nevada corporation Xxxxx Xxx Xxxxxx, individual
By: /s/ Xxxx Xxxxxxx
Its: President
EXHIBIT "A"
Assets:
1. All existing members and site visitors.
2. All rights in and to the Xxxx Xxxx contract for the daily
horoscopes used by Seller in the Business. Per the Astrology,Net and Xxxxx
Xxxxxx Email Affiliate Agreement dated 12/4/98 item number 9 the agreement
must be reassigned by Xxxxxxxxx.Xxx.
3. All existing e-mail addresses, mailing accounts, and passwords for news
letters and websites as listed below.
4. All customers and accounts in Seller's banner exchange programs/affiliate
and news letter advertisers.
5. All rights in and to the assets listed below including domain names
XXXXXXXXXXXXXX.XXX
xxx.xxxxxxxxxxxxxx.xxx
xxx.xxxxxxxxxxxxxx.xxx/xxxxxxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxx_Xxxxxx_Xxxxxxxxx_xxx_Xxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxx_Xxxxxx_Xxxxxxxxx_xxx_Xxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxx_Xxxxxx_Xxxxxxxxx_xxx_Xxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxx_Xxxxxx_Xxxxxxxxx_xxx_Xxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxx_Xxxxxx_Xxxxxxxxxx_xxx_Xxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxx_Xxxxxx_Xxxxxxxxx_xxx_Xxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxx_Xxxxxx_Xxxxxxxxx_xxx_Xxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxxx_Xxxxxx_Xxxxxxxxx_Xxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx_xxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxx_Xxxxx_Xxxxxxx_Xxxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxxxx_xxx_xxx_Xxx.xxx
All sites listed above are listed exactly the same but instead of an
underscore it has a space in it. Example
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxxxx_xxx_xxx_Xxx.xxx would be
xxxx://xxx.xxxxxxxxxxxxxx.xxx/Xxxxxxx for the Day.htm
FREEHOROSCOPES HYPERMART
xxxx://xxxxxxxxxxxxxx.xxxxxxxxx.xxx
xxxx://xxxxxxxxxxxxxx.xxxxxxxxx.xxx/xxxx_xxxxxxxxxx.xxx
xxxx://xxxxxxxxxxxxxx.xxxxxxxxx.xxx/xxxxxx.xxx
xxxx://xxxxxxxxxxxxxx.xxxxxxxxx.xxx/xxxxxxx.xxx
xxxx://xxxxxxxxxxxxxx.xxxxxxxxx.xxx/xxxxxx.xxx
xxxx://xxxxxxxxxxxxxx.xxxxxxxxx.xxx/xxxxxxxxxx.xxx
xxxx://xxxxxxxxxxxxxx.xxxxxxxxx.xxx/xxxxx0.xxx
xxxx://xxxxxxxxxxxxxx.xxxxxxxxx.xxx/xxxx_xxxxx.xxx
MYFREEOFFICE/ASTROSTUFF
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxxxxxx_xxxx.xxx
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxx.xxx
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx/xxx.xxx
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx/xxxx.xxx
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxx.xxx
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx/xxxx.xxx
SIGGY'S PLACE- Has been online since November 1996
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxx.xxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxx_xxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/Xxxxx_xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxx0.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxx0.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxx0.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxx0.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/Xxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/Xxxx.xxxxxxx://xxxxxxx.xxxxxxxxx.
com/nrogers/Kitchen/ambrosia.htm
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx0.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxxxx.xxx
LIZ'S WONDERFUL WORLD OF ASTROLOGY
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxx.xxx (3716 average hits a day)
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/Xxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxxx_xxxxxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/Xxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxx0.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxx.xxx
Newsletters includes access to list bot accounts/passwords and archives
Daily Horoscopes and More (Daily horoscope newsletter 12,200
Nancy's Recipe Exchange (daily) 4,110
Freebies on the Net (occasional newsletter) 622
Thought of the Day (Daily) Just started it a couple of weeks ago 1478
Weekly Horoscope (Lotto and Weekly Horoscope Forecast-
just started it last week. 1564
Teachers exchange
Online Newsletters
Nancy's Kitchen and Recipe Exchange - Daily Online Newsletter
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxx/xxxxx_xxxx.xxx
Approximately 200 members log on to each each day but is doubling in
number
accessing it about every 5 -7 days.
Teachers exchange
Today's Online Horoscope
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxx/xxxxxx.xxx
http;//xxxxxxxxxxxxxx.xxxxxxxxx.xxx/xxxxx0.xxx
xxxx://xxx.xxxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxxx.xxx
/s/ Xxxxx Xxx Xxxxxx
Xxxxx Xxx Xxxxxx
WEBQUEST INTERNATIONAL, INC.,
a Nevada corporation
By: /s/ Xxxx Xxxxxxx
Its: President
EXHIBIT "A-2"
Assets:
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxx/xxxxx.xxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxx - Siggy's Wonderful World of Cats
retained by Xxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxx/xxxxx.xxx
Xxxxxx retained by Xxxxx Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxxxx/xxxxxxx.xxx retained by
Xxxxx Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxxx.xxx retained by Xxxxx Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxx.xxxxxxx://xxxxxxx.xxxxxxxxx.xxx/xxx
gers/disabili.htm
retained by Xxxxx
Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/Xxxxxxxxx/xxxxxxxxxxxxx0.xxx
retained by Xxxxx Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxx.xxx retained by Xxxxx Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxxxxx.xxx retained by Xxxxx
Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxx.xxx retained by Xxxxx Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xxxxxx.xxx retained by Xxxxx Xxxxxx
xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxxx/xx.xxx retained by Xxxxx Xxxxxx
Disability Newsletter (haven't sent a newsletter to date) retained by
Xxxxx Xxxxxx
Email Greeting Card Newsletter
Genealogy Newsletter
/s/ Xxxxx Xxx Xxxxxx
Xxxxx Xxx Xxxxxx
WEBQUEST INTERNATIONAL, INC.,
a Nevada corporation
By: Xxxx Xxxxxxx
Its: President
EXHIBIT "B"
None.
EXHIBIT "C"
XXXX OF SALE, ASSIGNMENT & ASSUMPTION
THIS XXXX OF SALE, ASSIGNMENT & ASSUMPTION is dated May 30, 1999, and is
made by and between Xxxxx Xxx Xxxxxx (the "Transferor") and WEBQUEST
INTERNATIONAL, INC., a Nevada corporation (the "Transferee").
For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, each intending to be legally bound
and to bind their respective successors and assigns, hereby covenant and agree
as follows:
1. Transferor does hereby convey, assign, transfer and deliver to
Transferee, its successors and assigns, all of Transferor's right, title and
interest, legal and equitable, in and to all of the assets of Transferor set
forth on Exhibit "A" attached hereto and incorporated herein by this
reference) (the "Assets"), to have and to hold all of the Assets hereby
transferred, assigned, conveyed and delivered unto Transferee, its successors
and assigns, to its and their own use and behalf forever.
2. Transferor for itself and its successors and assigns has covenanted
and by this Xxxx of Sale, Assignment & Assumption does covenant with
Transferee, its successors and assigns, that Transferor, and its successors
and assigns, will do, execute and deliver, or will cause to be done, executed
and delivered, all such further acts, transfers, assignments, conveyances,
powers of attorney and assurances, for the better assuring, conveying and
confirming unto Transferee, its successors and assigns, all of its right,
title and interest, legal and equitable, in the Assets hereby conveyed,
transferred, assigned and delivered by it as Transferee, its successors and
assigns, shall reasonably require. Nothing herein contained shall be deemed
to limit or restrict the properties, assets and rights conveyed, assigned or
transferred to or acquired by Transferee from Transferor, under or by virtue
of any other conveyance, assignment, or other document respecting the Assets.
3. Transferor hereby constitutes and appoints Transferee, its
successors and assigns as Transferor's true and lawful agent and attorney to
demand and receive any and all Assets, to do and perform any and all acts
necessary to carry out the transfer and assignment of the Assets, Transferor
hereby declaring that the foregoing powers are coupled with an interest and
shall be irrevocable by Transferor or by Transferor's dissolution or in any
manner or for any reason whatsoever.
4. Nothing in this instrument, express or implied, is intended or shall
be construed to confer upon or give to any person, firm or corporation other
than Transferee or Transferor, and their respective successors and assigns,
any remedy or claim under or by reason of this instrument or any term,
covenant or condition hereof, and all the terms, covenants and conditions,
promises and agreements contained in this instrument shall be for the sole and
exclusive benefit of Transferee and Transferor and their respective successors
and assigns.
5. Transferee hereby accepts said assignment of Transferor's right,
title and interest in and to the Assets and hereby assumes all of the
obligations of Transferor with respect to or associated with such Assets.
6. This Xxxx of Sale, Assignment & Assumption shall be governed and
enforced in accordance with the laws of the State of Nevada without giving
effect to principles of conflicts of law thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Xxxx of Sale,
Assignment & Assumption as of the date first above written.
TRANSFEROR:
/s/ Xxxxx Xxx Xxxxxx
Xxxxx Xxx Xxxxxx
TRANSFEREE:
WEBQUEST INTERNATIONAL, INC.,
a Nevada corporation
By: /s/ Xxxx Xxxxxxx
Its: President
EXHIBIT "D"
NON-COMPETITION AGREEMENT
This Non-Competition Agreement is made and entered into by and between
Xxxxx Xxx Xxxxxx (the "Seller") and WEBQUEST INTERNATIONAL, INC., a Nevada
corporation (the "Company") effective as of May 30, 1999, such date being
hereafter referred to as the "Effective Date" of this Agreement.
WHEREAS, pursuant to an Asset Purchase Agreement dated May 30, 1999 (the
"Purchase Agreement"), by and among Seller and the Company, the Company has
agreed to purchase certain assets of Seller;
WHEREAS, it is a condition to the Company's purchase of Seller's assets
that Seller agree to be bound by the terms of this Agreement; and
NOW, THEREFORE, in consideration of the mutual agreements and obligations
contained in this Agreement, the parties agree as follows:
1. Non-Competition Covenants of Seller.
(a) Seller shall not, during the period specified in Section 2
below, do any of the following without the prior written consent of the
Company, directly or indirectly (whether as a shareholder, partner, principal,
agent, director, affiliate, consultant or otherwise):
(i) Carry on in any jurisdiction in the United States of
America or any other country in the world (the "Restricted Territory") any
business activity directly competitive with the Competing Business;
(ii) Solicit or influence or attempt to influence any person
employed by the Company to terminate or diminish his or her employment with
the Company or become an employee or consultant of Seller, any affiliate of
Seller, or any competitor of the Company.
(b) It shall not be a violation for the noncompetition
agreement for seller to
continue the operation of any of the assets listed in Exhibit A-2 of the
Contract of Sale. Seller can maintain E-mail. Greeting Card, Freebie and free
Materials page without being in violation of this noncompetition agreement.
(c) For purposes of the foregoing covenants, the following
definitions shall apply:
(i) To "carry on" shall mean to perform or engage in, or to be
employed by or to consult with, or to purchase or invest in, or lend money to,
or lend one's name to, any entity or other business engaged or seeking to
engage in, any subject business activity, whether individually or in
partnership or in conjunction with any person or entity, and whether as a
principal, agent, shareholder, lender, consultant or in any other capacity;
and
(ii) The "Competing Business" shall mean any business activity
that involves the development or marketing of on-line Horoscope, on-line
recipes on the Internet.
2. Duration. The covenants set forth in Section 1 and Section 5 shall
be effective commencing as of the Effective Date and shall continue until the
third (3rd) anniversary of the Effective Date of this Agreement.
3. Consideration. Two Thousand and 00/100ths Dollars of the purchase
price of the Seller's assets purchased by the Company from the Seller shall be
treated as consideration for the foregoing covenant not to compete and the
parties hereto agree that such consideration shall be sufficient to make all
obligations of Seller herein binding and fully enforceable.
4. Limitations on Non-Competition Covenant. Section 1 of this
Agreement shall not be deemed to apply to any investments Seller may make,
directly or indirectly, in any publicly traded company so long as Seller's
aggregate holdings do not exceed one percent (1%) of the outstanding voting
securities of such company.
5. Confidentiality. In addition to the confidentiality provisions of
any other Agreement among Seller, the Company or any of them, Seller agrees
not to disclose, communicate, use to the detriment of the Company (or its
respective businesses) or for the benefit of any other person, or misuse in
any way, any proprietary or confidential information of the Company such as
information relating to the Company's business, trade secrets, personnel,
processes, techniques, know-how, formulas and other information and technical
data or any intellectual property rights of the Company.
6. Severability. The parties intend that the covenants contained in
this Agreement shall be construed as a series of separate covenants, (a) one
for each country, county, city and state (or comparable political subdivision)
in the Restricted Territory, and, within such territorial divisions, (b) one
for each month to which Seller is bound by such covenants. Except for
geographic coverage, each such separate covenant shall be deemed identical in
terms to the covenant contained in the preceding paragraphs. If, in any
judicial proceeding, a court shall refuse to enforce any of the separate
covenants (or any part thereof) deemed included in such paragraphs, then such
unenforceable covenant (or such part) shall be deemed eliminated from this
Agreement for the purpose of those proceedings to the extent necessary to
permit the remaining separate covenants (or portions thereof) to be enforced
by such court. It is the intent of the parties that the covenants set forth
herein be enforced to the maximum degree permitted by applicable law. In the
event that the provisions of this Agreement should ever be deemed to exceed
the scope, time or geographic limitations of applicable law regarding
covenants not to compete, then such provisions shall be reformed to the
maximum scope, time or geographic limitations, as the case may be, permitted
by applicable laws.
7. Remedies. The parties hereto acknowledge and agree that the extent
of damages to the Company in the event of a breach of the covenants contained
in this Agreement by Seller would be difficult or impossible to ascertain and
that the remedies available at law to the Company in the event of any such
breach would be inadequate. Consequently, Seller hereby agrees that in the
event of such breach, the Company shall be entitled to enforce any or all of
the covenants contained in this Agreement by injunctive or other equitable
relief.
8. Representations of Seller. Seller represents that: (i) Seller is
familiar with the covenants not to compete and not to solicit set forth in
this Agreement, (ii) Seller is fully aware of his/her obligations hereunder,
including, without limitation, the length of time, scope and geographic
coverage of these covenants, (iii) Seller finds the length of time, scope and
geographic coverage of these covenants to be reasonable, and (iv) execution of
this Agreement and performance of Seller's obligations hereunder, will not
conflict with, or result in a violation or breach of, any other agreement to
which Seller is a party or any judgment, order or decree to which the Seller
is subject.
9. Assignment. All contracts, representations, warranties and
agreements of the parties contained herein shall be binding on and inure to
the benefit of the parties, their respective heirs, personal representatives,
and successors and assigns; provided, however, this Agreement shall not be
assigned by Seller without the express written consent of the Company.
10. Entire Agreement. This Agreement, along with the exhibits thereto,
sets forth the entire Agreement and understanding between the Company and
Seller with respect to the subject matter hereof, and supersedes any other
negotiations, agreements, understandings, representations or past or future
practices, whether written or oral.
11. Notices. Any notice, report or other communication required or
permitted to be given hereunder shall be in writing to each such affected
party and shall be deemed given on the date of delivery, if delivered, or five
days after mailing, if mailed first-class mail, postage prepaid, to the
following addresses:
In the case of Seller:
Xxxxx Xxx Xxxxxx
1125 B So. Carolina
Xxxxxxxx, XX. 00000
Telephone: (000) 000-0000
In the case of the Company:
Webquest International, Inc.
0000 xxx 000, Xxxxx 000
Xxxxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxx
with a required copy to:
Xxxxx X. Xxxxxx, Esq.
Xxxx Xxxx Peek Xxxxxxxx Xxxxxx and Xxxxxxxx
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
X. X. Xxx 0000
Xxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other address as any party hereto may designate by notice given as
herein provided.
12. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada without giving
effect to principles regarding conflict of laws of any state.
13. Amendments. This Agreement shall not be changed or modified in whole
or in part except by an instrument in writing signed by each party hereto, nor
shall any covenant or provision of this Agreement be considered waived except
by an instrument in writing signed by the party against whom enforcement of
such waiver is sought.
14. Attorneys' Fees. In the event of any legal action or proceeding to
enforce or interpret the provisions hereof, the prevailing party shall be
entitled to reasonable attorneys' fees, whether or not the proceeding results
in a final judgment.
15. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same /agreement.
16. Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction or interpretation of this
Agreement.
17. Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to either party upon any breach or default of the
other party hereto shall impair any such right, power or remedy of such non-
defaulting party, nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver, single breach or default
be deemed a waiver of any other breach or default theretofore or thereafter
occurring.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Competition
Agreement as of the Effective Date.
Company: Seller:
WEBQUEST INTERNATIONAL, INC., /s/ Xxxxx Xxx Xxxxxx
a Nevada corporation Xxxxx Xxx Xxxxxx
By: /s/ Xxxx Xxxxxxx
Its: President
