Exhibit 10.19
AGREEMENT
THIS AGREEMENT, dated this 12th day of January, 2000, by and between
TOPS APPLIANCE CITY, INC., a New Jersey corporation having a place of business
at 00 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("TOPS") and CYBERSHOP HOLDING
CORP., a New Jersey corporation having a place of business at 000 Xxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxx Xxxxxx 00000 ("Cybershop").
W I T N E S S E T H
WHEREAS, TOPS and Cybershop entered into a certain Operating Agreement
respecting Xxxxxxxxxxx.Xxx LLC (the "Joint Venture"), dated as of June 14, 1998
(the "Operating Agreement"); and
WHEREAS, pursuant to the Operating Agreement, among other things TOPS
and Cybershop formed the Joint Venture, which was intended to be a joint
venture; and
WHEREAS, TOPS entered into a Supply Agreement, dated June 14, 1998,
with the Joint Venture; and
WHEREAS, TOPS, Cybershop the Joint Venture desire to terminate their
relationships pursuant to the Operating Agreement and the Supply Agreement,
respectively, on the terms and conditions contained herein;
NOW, THEREFORE, in exchange for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto do agree as follows:
1. The Supply Agreement between TOPS and the Joint Venture
will be deemed to have terminated as of November 15, 1999. ("Effective
Date").
2. A determination will be promptly prepared by Cybershop
following the Effective Date of all tangible assets and all obligations
of the Joint Venture through the Effective Date including fixed
obligations after the Effective Date such as those under the Yahoo!
agreement, the MSN agreement and severance obligations. We estimate
such obligations to be $87,964 for Yahoo!, $63,000 for MSN and $28,366
for severance. The term tangible assets shall include cash, cash
equivalents, inventory and accounts receivable. All other assets
including fixed assets and intellectual property, excluding only the
name and URL "Xxxxxxxxxxx.xxx", shall be valued at $1 for purposes
hereof.
3. Both TOPS and Cybershop will cease to promote the name
"xxxxxxxxxxx.xxx" no later than January 31, 2000. Thereafter Cybershop
can continue to forward any hits on "xxxxxxxxxxx.xxx to its website
without charge. In the event of any sale of the rights to the name and
URL "Xxxxxxxxxxx.xxx" the net proceeds therefrom shall be distributed
51% to Cybershop and 49% to TOPS.
4. Based upon the determination either TOPS shall either pay
to the Joint Venture the net amount due from TOPS to the Joint Venture
or the Joint Venture shall pay to TOPS the net amount due from the
Joint Venture to TOPS. In making this determination TOPS shall be
treated as a 49% interest owner of the Joint Venture.
5. On the Effective Date the membership interest of TOPS shall
be assigned to Cybershop without cost.
6. On the Effective Date the Joint Venture shall deliver title
to the van currently used by it to TOPS in exchange for the payment by
TOPS to the Joint Venture of $10,000.00.
7. All notices and other communications to be made hereunder
shall be in writing and shall be deemed to have been given when the
same are either: (i) personally delivered; (ii) mailed, registered or
certified mail, first class postage prepaid return receipt requested;
or (iii) delivered by a reputable private overnight courier service
utilizing a written receipt or other written proof of delivery, to the
applicable party at the address set forth above. Any party refusing
delivery of a notice shall be charged with knowledge of its contents.
8. This Agreement shall be binding upon and insure to the
benefit each of the parties hereto and their respective successors and
permitted assigns by merger, consolidation, transfer of business and
properties or otherwise.
9. In the event any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not
affect other provisions hereof, and this Agreement shall be construed
as if such invalid, illegal or unenforceable provision never had been
contained herein.
10. IN WITNESS WHEREOF, the parties hereto have caused their
dully authorized officers to execute this Agreement and Acknowledgment
the date and year first set forth above.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Agreement and Acknowledgment the date and
year first set forth above.
TOPS APPLIANCE CITY, INC.
By_______________________
CYBERSHOP HOLDING CORP.
By_______________________
