FIRST CYPRESS TECHNOLOGIES, INC.
A Nevada Corporation
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September 23, 2002
XXXXXX XXXX
0000 Xxxx Xxxxx Xxxxx,
Xxx Xxxxx, Xxxxxx
00000-0000
Dear Xx. Xxxx:
Re: FIRST CYPRESS TECHNOLOGIES, INC (the "Company")
- Offer by the Company to XXXXXX XXXX (the "Seller")
to acquire MONEY CLUB FINANCIAL
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We write to set out the offer of the Company to acquire all of the assets,
technology, property, rights and undertaking comprising the "Money Club
Financial" business concept, web site, technology and business plan developed by
the Seller.
This offer is on the terms and is subject to the conditions set forth in this
letter. If this offer is acceptable, we ask that you indicate your agreement by
signing this letter where indicated below and returning an executed copy to us.
This offer is open for acceptance until 4:00 p.m. (Pacific Time) on September
26, 2002 (the "Expiry Time"), at which time this offer will terminate unless
accepted in writing.
The Company's offer is as follows:
1. Offer to Purchase
-------------------
The Company offers to purchase from the Seller all of the right, title and
interest, legal and equitable, in and to all of the assets, technology,
property, rights and undertaking comprising the "Money Club Financial" business
concept, web site, technology and business plan (together, the "Assets") on the
terms and subject to the conditions set forth in this offer. It is agreed that
the Assets will include, without limitation:
(1) all data, source code, object code, drawings, and software comprising
the "Money Club Financial" software, web site, technology and business
plan in its current stage of development and all copyright, patents,
trademarks, proprietary information, trade secrets and intellectual
property relating to the Assets;
(2) all goodwill associated with the Assets, including the right to use
the name "Money Club Financial", or any variation thereof as part of
the name of or in connection with any business or any part thereof
carried on or to be carried on by the Company in connection with the
Assets;
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(3) the "XXXXXXXXXXXXXXXXXX.XXX" URL Internet address and web site;
(4) the benefit of all contracts, engagements or commitments to which the
Seller is entitled in connection with the Assets provided that the
contracts, leases, engagements or commitments were entered into by the
Seller in the usual and ordinary course of business;
(5) all licenses, consents, permits, authorities, certificates and
registrations which are required, necessary of desirable for the
ownership, development and commercialization of the Assets;
(6) all intellectual property, confidential information and trade secrets
of the Seller used in connection with the Assets, including all
programming code, source code, data, information, drawings, and
know-how.
The Company will purchase and the Seller will sell the Assets free and clear of
all mortgages, liens, charges, security interests and encumbrances of every kind
and nature whatsoever.
2. Payment for the Assets
-------------------------
The Company will issue to the Seller 15,000 restricted shares of common stock of
the Company (the "Shares") in consideration for the transfer of the Assets by
the Seller to the Company on the terms and subject to the conditions of this
Agreement. The Seller acknowledges the Shares will be restricted securities
under the United States Securities Act of 1933 (the "1933 Act"), will be issued
pursuant to an exemption from the registration requirements of the 1933 Act
pursuant to Section 4(2) of the 1933 Act and will be endorsed with the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE
BEEN OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN RELIANCE
UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE
APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH
REGISTRATION."
The Seller represents to the Company that the Seller is acquiring the Shares for
investment purposes and not with a view to resale or distribution.
3. Closing Date
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The closing of the purchase and sale of the Assets will complete forthwith upon
acceptance of this offer by the Seller (the "Closing").
-3-
4. Representations and Warranties of the Seller
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The Company's purchase of the Assets will be based on the representations and
warranties by the Seller, each of which will survive Closing, that:
(A) The Seller owns, possesses and has good and marketable title to the
Assets free and clear of any and all mortgages, liens, pledges,
charges, security interests, encumbrances, actions, claims or demands
of any nature whatsoever or howsoever arising;
(B) The Seller is the registered owner of the "XXXXXXXXXXXXXXXXXX.XXX" URL
internet location (the "Web Site") and has not received notice from
any other party claiming an interest in the Web Site or claiming that
the Seller has no right to use the Web Site;
(C) The Seller has in place all agreements necessary for the development
of the Assets in the manner carried on as of the date of this
Agreement and the hosting of the Web Site;
(D) No person, firm or corporation has any agreement or option or any
right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase of the
Assets or any interest in the Assets;
(E) No other person, firm or corporation other than the Seller owns or has
any legal or beneficial interest in any of the Assets or has any
rights, including any moral rights, copyright, trademark or any other
intellectual property rights, in the Assets;
(F) The Seller does not have any outstanding material agreements
(including employment agreements) contracts or commitment, whether
written or oral, of any nature or kind whatsoever, with respect to the
ownership of the Assets;
(G) there are no actions, suits or proceedings pending or threatened
against or affecting the Assets and the Seller is not aware of any
existing ground on which any such action, suit or proceeding might be
commenced with any reasonable likelihood of success;
(H) the Seller is the owner all intellectual property, including patents,
trademarks, copyrights and confidential information, comprising the
Assets. The Seller is not aware of any infringement or claimed
infringement of the intellectual property comprising the Assets by any
other person, firm or corporation.
5. Conditions Precedent to Closing
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The Company's obligation to complete the purchase of the Assets is subject to
each of the following conditions:
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(1) all representations and warranties of the Seller will be true and
correct in all material respects on Closing;
(2) the Seller will have made the deliveries contemplated in this offer on
the Closing.
Each of the above conditions precedent is for the sole benefit of the Company
and may be waived by the Company. In the event that any of the above conditions
has not been satisfied at the Closing, the Company may elect to terminate this
Agreement and will have no further liability to the Seller.
The Seller's obligation to complete the sale of the Assets is subject to each of
the following conditions:
(1) an aggregate of 3,000,000 shares of the common stock of the Company
will have been surrendered to the Company for cancellation as follows:
(i) 2,500,000 shares to be surrendered for cancellation by Xxxx Xxxx;
(ii) 500,000 shares to be surrendered for cancellation by Xxxxxx
Xxxxxx.
(2) the transfer of 500,000 shares of the Company's common stock by Xxxxxx
Xxxxxx to the Seller.
Each of the above conditions precedent is for the sole benefit of the Seller and
may be waived by the Seller. In the event that any of the above conditions has
not been satisfied at the Closing, the Seller may elect to terminate this
Agreement and will have no further liability to the Company.
6. Closing Deliveries
-------------------
On Closing, the Seller will deliver to the Company:
(1) a general conveyance of the Assets and all other deeds of conveyance,
bills of sale, transfer and assignments, duly executed, in form and
content satisfactory to the Company's solicitors, appropriate to
effectively vest good and marketable title to the Assets free and
clear of all encumbrances and immediately registerable in all places
where registration of such instruments is necessary or desirable duly
executed transfers of the Assets to the Company, duly endorsed for
transfer to the Company; and
(2) duly executed documents of transfer and waivers of moral rights by any
developer or programmer of the Assets reasonably required, in the
opinion of the Company's solicitors, to transfer title to the Assets
to the Company.
On Closing, the Company will deliver to the Seller:
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(1) cancellation agreements executed by Xxxxxx Xxxxxx and Xxxx Xxxx as
required to effect the cancellation of 3,000,000 shares of the
Company's common stock;
(2) a share certificate representing the Shares endorsed with the legend
contemplated by Section 2 of this Agreement; and
(3) a stock transfer agreement signed by Xxxxxx Xxxxxx with respect to the
transfer of 500,000 shares to the Seller.
7. Acceptance
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If the Seller wishes to accept this offer, the Seller must execute this offer
where indicated below and deliver a copy of the acceptance to the Company by no
later than 4:00 p.m. (Pacific Time) on September 26, 2002.
Yours truly,
FIRST CYPRESS TECHNOLOGIES, INC.
Per: /s/ Xxxxxx Xxxxxx
________________________
XXXXXX XXXXXX, President
This offer is accepted and agreed to this 26th day of September, 2002.
Per: /s/ Xxxxxx Xxxx
________________________________
XXXXXX XXXX
