ACQUISITION AGREEMENT
THIS AGREEMENT dated for reference July 15, 2000, is between Interface X.xxx,
Inc., a Nevada company of 000 X. Xxxxxx Xxxxxx, #0, Xxxxxx Xxxx, Xxxxxx, 00000,
and fax care of (000) 000-0000 ("Interface"); and Xxxxxxxx Xxxxx and Xxxx Xxxxx,
both of 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx, and fax 44 (0)208
000 0000(the "Principals"); and Gambrook Limited, an Irish company of Xxxxxxxx
Xxxxx, Xxxxxx Xxxxx, Xxxxxx 0, Xxxxxxx, and fax 00 (0)000 000 0000 ("Gambrook").
WHEREAS Interface has agreed to finance the development of Gambrook's business
and the Principals have agreed to transfer all of their shares in Gambrook to
Interface, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, the parties agree that:
INTERPRETATION
1. The definitions in the recitals are part of this agreement.
2. In this agreement:
a. "Business Plan" means the business plan of ViaPay Technologies Limited
dated July, 2000.
b. "Closing" means the day on which this agreement is signed.
c. "Financing" means $12 million for the development of ViaPay
Technologies' business according to the Business Plan.
d. "Principals' Shares" means two ordinary shares of Gambrook, of which
the Principals each own one.
e. "$" means United States dollars unless otherwise indicated.
TERMS AND CONDITIONS OF THE ACQUISITION
Acquisition of Gambrook
3. The Principals will transfer the Principals' Shares to Interface
immediately after the Closing so that Interface becomes the sole
shareholder of Gambrook as of the Closing.
4. As consideration for the transfer, Interface will arrange the Financing.
The Financing
5. Interface will raise the Financing by offering 2 million of its shares of
common stock at $6.00 per share under Regulation S of the United States
Securities Act of 1933 or other available registration exemption and will
advance the proceeds to ViaPay Technologies. ViaPay Technologies will use
the proceeds to develop its business as described in the Business Plan.
REPRESENTATIONS AND WARRANTIES
The Principals
6. The Principals represent and warrant that:
a. They own the Principals' Shares free of any claim or potential claim
by any person and have the authority to transfer the Principals'
Shares as described in this agreement.
b. They do not have any right to acquire additional shares of Gambrook.
Acquisition Agreement 2 / 3
c. Nothing in the Business Plan is proprietary to their employers or
former employers or any other person, and their providing their
expertise and services to Gambrook is not an infringement of
intellectual property rights owned by any person or company.
d. They have the legal capacity and authority to make and perform this
agreement.
Gambrook
7. Gambrook represents and warrants that:
a. It owns, directly or indirectly through subsidiaries, ViaPay
Technologies Limited of United Kingdom.
b. The Business Plan truly and accurately reflects the business of ViaPay
Technologies.
c. The Principals have paid in full for the Principals' Shares.
d. It has the legal capacity and authority to make and perform this
agreement.
e. It has not incurred any liabilities or entered into any contracts
involving its business that are not already disclosed in writing to
Interface.
f. It has conducted no other business except the business that is
described in the Business Plan.
g. It owns its business free of any claims by any other party.
h. No claims against it are before any court or regulatory authority or
are pending or threatened, and it is not aware of any ground for any
claim that might succeed.
OTHER PROVISIONS
8. Time is of the essence of this agreement.
9. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
10. Any notice that must be given or delivered under this agreement must be in
writing and delivered by hand to the address or transmitted by fax to the
fax number given for the party on page 1 and is deemed to have been
received when it is delivered by hand or transmitted by fax unless the
delivery or transmission is made after 4:00 p.m. or on a non-business day
where it is received, in which case it is deemed to have been delivered or
transmitted on the next business day. Any payments of money must be
delivered by hand or wired as instructed in writing by the receiving party.
Any delivery other than a written notice or money must be made by hand at
the receiving party's address.
11. The Principals may not assign this agreement or any part of it to another
party.
12. Any amendment of this agreement must be in writing and signed by the
parties.
13. This agreement enures to the benefit of and binds the parties and their
respective successors, heirs and permitted assignees.
14. No failure or delay of Interface in exercising any right under this
agreement operates as a waiver of the right. Interface's rights under this
agreement are cumulative and do not preclude Interface from relying on or
enforcing any legal or equitable right or remedy.
Acquisition Agreement 3 / 3
15. If any provision of this agreement is illegal or unenforceable under any
law, then it is severed and the remaining provisions remain legal and
enforceable.
16. This agreement may be signed in counterparts and delivered to the parties
by fax, and the counterparts together are deemed to be one original
document.
THE PARTIES' signatures below are evidence of their agreement.
Interface X.xxx, Inc. The Principals:
/s/ Xxxxxxxxx Xxxxx, Xx. /s/ Xxxxxxxx Xxxxx
------------------------------- -------------------------------
Authorized signatory Xxxxxxxx Xxxxx
August 18, 2000 July 31, 2000
Gambrook Ltd. /s/ Xxxx Xxxxx
-------------------------------
Xxxx Xxxxx
/s/ Xxxxxxxx Xxxxx July 31, 2000
/s/ Xxxx Xxxxx
-------------------------------
Authorized signatory
July 31, 2000
