AGREEMENT
This Agreement, dated as of September 8, 2000, will confirm the mutual
agreement and intent to structure MyMobileCity, Inc. ("MMC" or the
"Company"), through an equity investment in the Company by WorldNet
Resource Group, Inc., a Utah company traded on the OTB Bulletin Board
under the symbol WNRG ("WNRG"), which will result in WNRG's acquiring
twenty percent (20%) of MMC's outstanding Common Stock.
MMC and WNRG agree as follows:
1. The Web site to be addressed is xxx.xxxxxxxxxxxx.xxx along with
other sites derived from xxxxxxxxxxxx.xxx that has the wording of
"mymobile".
2. The Company will issue and sell to WNRG, in accordance with the
rules and regulations of the Securities and Exchange Commission,
twenty percent of the outstanding Common Stock in the Company in
exchange for funding as set forth in paragraph #4.
3. In the next registration statement WNRG put aside ---------
(--------) additional shares of WNRG stock, which MMC may use as
an ESOP plan for its employees.
4. WNRG shall fund MMC with five hundred thousand dollars ($500,000)
to be paid thru funding operations such as payroll, rent,
supplies and all other mutually agreed upon expenses.
5. The Company and WNRG warrant and represent that: (i) they have
the requisite corporate power and authority to enter into and
perform this agreement and issue all shares in accordance with
the term hereof; (ii) the execution and delivery of this
Agreement by the Company and the consummation of its purpose have
been approved by all necessary corporate action; (iii) no further
consent or authorization of the Company or its Board of Directors
or stockholder is required; and (iv) this agreement has been duly
executed and delivered by the Company and WNRG and constitutes a
valid and binding obligation of the Company and WNRG enforceable
against the Company and WNRG in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally the enforcement of,
creditors; rights and remedies or by other equitable principles
or general application.
The validity and interpretation of this Agreement shall be
governed by the law of the State of California applicable to
agreements made and to be fully performed therein. The Company
and WNRG submit to the jurisdiction of any court of the State of
California or the Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx of
California for the purpose of any suit, action, or other
proceeding arising out of this Agreement or any of the agreements
or transactions contemplated hereby, which is brought by or
against the Company or WNRG.
7. This Agreement contains the entire understanding or the parties
with respect to the transaction contemplated hereby and, except
as specifically set forth herein, neither the Company nor WNRG
makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be
waived or amended other than by a written instrument signed by
the party against whom enforcement of any such amendment or
waiver is sought.
8. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be effective upon
hand delivery or delivery by facsimile at the address or number
designated below (if delivered on a business day during normal
business hours where such notice is to be received). The address
for such communications shall be:
To the Company:
MyMobileCity, Inc.
Attn: Xxxxxx Xxxxxxx, President
0000 Xxx Xxx Xxxxxx
Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
To WNRG: WorldNet Resource Group, Inc.
Attn: Xxxxxxx Xxxxx, Chairman
0000 Xxx Xxx Xxxxxx
Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
Either party hereto may from time to time change its address for
notices under this Section by giving written notice of such
changed address to the other party hereto.
9. This Agreement shall be binding upon and inure to the benefit to
the parties and their permitted successors and permitted assigns.
The parties hereto may amend this Agreement without notice to or
consent of any third party. Neither the Company nor WNRG shall
assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other (which consent my
be withheld for any reason in the sole discretion of the party
from whom consent is sought); provided, however, that the Company
and WNRG may assign their rights and obligations hereunder as a
result of any merger or to any acquirer of substantially all of
the assets of the Company.
10. This Agreement is intended for the benefit of the parties hereto
and their respective permitted designees, successors and assigns
and is not for the benefit of, nor may any provision hereof by
enforced, any other person. This Agreement may be executed in
two or more counterparts, all of which shall be considered one
and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the
other party, ir being understood that both parties need not sign
this same counterpart. In the event that signature is delivered
by facsimile transmission, the party using such means of
delivery shall cause two additional executed signature pages to
be physically delivered to the other party within five (5) days
of the execution and delivery hereof.
Confirmed and Agreed to this 8th day of September, 2000.
MYMOBILECITY, INC.
By: /S/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: President
WORLDNET RESOURCE GROUP, INC.
By: /S/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: President/CEO
