PURCHASE & SALES AGREEMENT
BY AND BETWEEN
R & R INVESTMENT
DBA
E-TRADE XXXX.XXX
(XXXXXXX X. XXXXXXX - FOUNDER)
&
THE GOLFING XXXXXXX.XXX
(XXXXX XXXXXX - PRESIDENT)
This agreement for timing purposes will commence October 1, 1999
although executed 12/06/99
1. THE PARTIES
R&R Investment incorporated, a Colorado Corporation validly existing and
operating pursuant to the laws of the State of Colorado owned by Xxxxxxx X.
Xxxxxxx Founder and Developer of the website xxx.X-XxxxxXxxx.Xxx. The Golfing
Xxxxxxx.Xxx Incorporated (TGNC) a business corporation validly existing and
operating pursuant to the laws of the State of Texas.
2. THE WEB SITE
xxx.x-xxxxxxxxx.xxx and net as well as xxx.xxxxxxxxxx.xxx and net. It is
additionally understood that the purchase of the site is exclusive of any and
all equipment or hardware associated with the site.
3. THE PURPOSE OF THE PURCHASE AND SALES AGREEMENT
The agreement will cover The Golfing Xxxxxxx.Xxx purchasing a majority
controlling interest (90%) of the E-Trade Xxxx.Xxx from R&R Investment
Incorporated & Xxxxxxx X. Xxxxxxx - Individually (Founder E-Trade Xxxx.Xxx) at
a pre-determined mutually agreed upon price of $67,473.00. The payment will
be made in the form of 33,736.50 preferred convertible shares of The Golfing
Xxxxxxx.Xxx at $2.00 per share as of 10/01/99 (33,736.50 X $2.00 =
$67,478.00).
3.1 It is mutually agreed upon and fully understood between the
parties that the preferred convertible shares used in this transaction are of
a restricted nature and must be held for a period of 365 days from the
commence date of this agreement October 1, 1999 at which time they can be
converted by written or verbal request under a guaranteed (1.0 share : 3.0
share) conversion ratio (33,736.50 shares = 101,209.50 shares) at the then
current market price of The Golfing Xxxxxxx.Xxx on October 1, 2000 and freely
traded with no restrictions on and after October 1, 2000.
3.2 It is mutually agreed upon and fully understood that the preferred
convertible share conversion is to be granted without exception or any
additional expense to the holder (R&R Investment Incorporated - Xxxxxxx X.
Xxxxxxx - Individually or assigns) and delivered with advance request by no
later 10/01/2000.
3.3 It is fully disclosed that there is a viable market in the trading
of The Golfing NetworkCom shares at the time of the agreement and any
subsequent viability change will be disclosed to R&R Investment Inc.
3.4 It is mutually agreed upon and fully understood that The Golfing
Xxxxxxx.Xxx will have a first right of refusal to repurchase the post
preferred converted shares on the conversion date by written request in
advance by no later than September 25, 2000 at the then post preferred
converted market price less 5%. The transactions of repurchase by The Golfing
Xxxxxxx.Xxx and preferred convertible conversion will be made with no
additional expense to R&R Investment Inc. - Xxxxxxx X. Xxxxxxx - Individual.
3.5 It is mutually agreed upon and fully understood that the Golfing
Xxxxxxx.Xxx will make available and transfer the initial preferred convertible
shares (33,736.50 shares) at the then current market value ($2.00 per share
10/01/99) made payable to Xxxxxxx X. Xxxxxxx - Individually by no later than
10/15/99.
4. PURCHASE OPTIONS
The Golfing Xxxxxxx.Xxx shall have the right at any time prior to the
preferred conversion date of 10/01/2000 to purchase the remaining 10% interest
of X-XxxxxXxxx.Xxx for the pre-determined price of $7,497.00, additionally R&R
Investment Inc. - Xxxxxxx X. Xxxxxxx shall have the right to purchase up to
250,000 additional restricted preferred convertible shares at a price of $2.00
per share for the 10 days proceeding notice of intent to exercise this option.
5. THE GOLFING XXXXXXX.XXX'S OBLIGATIONS
The Golfing Xxxxxxx.Xxx hereby agrees to manage the above referenced and
described Internet World Wide Web Site pursuant to the terms and conditions
set forth herein.
5.1 The Golfing Xxxxxxx.Xxx agrees that after purchasing a controlling
interest in the site to operate the site using its best efforts and diligence
to reasonably sustain continuing operating revenues from the site. The
Golfing Xxxxxxx.Xxx will have total unilateral authority as it relates to the
operation, management and content revision, addition or deletion.
5.2 R&R Investments Inc. will be responsible for the monthly hosting
expenses associated with the site. The Golfing Xxxxxxx.Xxx shall have the
right to relocate the hardware equipment at its sole discretion and expense
and or renegotiate the monthly hosting expense with the current hosting entity
Concentric Network Services. The Golfing Xxxxxxx.Xxx will change the billing
address to the offices of The Golfing Xxxxxxx.Xxx by no later than January 1,
2000. It fully understood that all hardware and server equipment will remain
the property of R&R Investment Incorporated - Xxxxxxx X. Xxxxxxx.
6. REVENUE SHARING
The Golfing Xxxxxxx.Xxx and R&R Investment Incorporated - Xxxxxxx X. Xxxxxxx
shall share annual net revenues (less G&A expenses) on a 90%-10% basis until
such time as The Golfing Xxxxxxx.Xxx purchases the remaining 10% of E-
XxxxxXxxx.Xxx from R&R Investment Incorporated or Xxxxxxx X. Xxxxxxx -
Individually.
6.1 The Golfing Xxxxxxx.Xxx shall be entitled to retain all revenues
obtained from third party advertisers on the web site during the restrictive
stock trading period expiring 10/01/2000.
6.2 R&R Investment Incorporated - Xxxxxxx X. Xxxxxxx shall be paid on
or before the 20th of each month that a net profit is realized and regardless
shall receive appropriate documentation detailing any and all revenue and
expense activity from the web site until such time as The Golfing Xxxxxxx.Xxx
purchases the remaining 10% interest in E-Trade Xxxx.xxx.
6.3 It is mutually agreed upon and fully understood that R&R
Investment Incorporated has a minority non participating interest exclusive of
its 10% revenue sharing arrangement as it relates to any current and/or future
fiduciary obligations incurred by The Golfing Xxxxxxx.Xxx in the overall day
to day operation and management of E-Trade Xxxx.Xxx.
7. VOIDING ALL PREVIOUS AGREEMENTS
With the execution of this purchase and sales agreement dated for the timing
purposes as of October 1, 1999 by the parties involved all previous agreements
will be vacated and voided as attached.
8. NOTICES
All notices hereunder shall be in writing and delivered to the party being
notified by next day Express Mail or private Express Carrier, FED-EX, United
Parcel Service, etc. with written proof or delivery required.
9. SIGNATURES
All signatures hereto transmitted by electronic facsimile shall be originals
for all purposes.
10. GOVERNING LAW
This agreement, expressing the full terms, conditions and intent of the
parties shall be construed and interpreted pursuant to the laws of the State
of Colorado and the State of Texas.
Please indicate your acceptance and return two (2) signed copies ot the
undersigned.
ACCEPTED FOR
R&R INVESTMENT INCORPORATED THE GOLFING XXXXXXX.XXX
By:/s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxxx X. Xxxxxx
XXXXXXX X. XXXXXXX XXXXX X. XXXXXX
President President
December 6, 1999 December 6, 1999
