ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT made as of the 30th day of June, 1999
AMONG:
XXXX XXXXXXX, doing business as CLICKSHOP, 00000 XX 000xx Xxxxx Xxxxxx, XX,
00000
(hereinafter called "Xxxxxxx")
AND:
XXXXXX X. XXXXXX, 00 Xxxxx Xxxx, Xxxx Xxxxx, XX, 00000
(herinafter called "Xxxxxx")
(collectively, the "Vendors")
AND:
XXXXXXXXXXXXXX.XXX, INC., Suite 1000 - 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX,
00000
(hereinafter called the "Purchaser")
WITNESS THAT WHEREAS:
A. The Vendors carry on the business of a software developer and
licensor under the tradename Clickshop (the "Business") and own certain
application computer software known as "GOLDPAINT SHOPPING CART" software and
certain operating system software known as "TAG ACTIVATED MARKUP ENHANCER
(TAME)" dynamic software engine and language interpreter;
B. The Purchaser wishes to purchase and the Vendors wish to sell
substantially all of the assets of the Business, namely, a 100% undivided
interest in the Software (hereinafter defined) and all associated intellectual
property rights related thereto, the Business' customer base, and all support
and private contracts;
NOW THEREFORE, in consideration of the premises and the respective covenants
agreements, representations, warranties and indemnities of the parties herein
contained, and for other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the parties hereto covenant and
agree as follows:
ARTICLE 1
INTERPRETATION
1.1 For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, the following capitalized
terms are defined as follows:
(a) "Business" has the meaning set forth in Recital A above;
(b) "Closing Date" means June 30, 1999 or such other date as may be mutually
agreed upon by the parties hereto;
(c) "Closing" means the completion of the sale by the Vendors and the
purchase by the Purchaser of a 100% undivided interest in the Purchased Assets
and the completion of all other transactions contemplated by this Agreement that
are to occur contemporaneously therewith;
(d) "Code" means the whole or any part of or any combination of the Object
Code and Source Code and, upon their creation, Modifications and Enhancements;
(b) "Confidential Information" is information known or used by the Vendors
or the Purchaser in connection with the Business:
(i) that derives economic value, actual or potential, from not being
generally known to, and is not readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use; and
(ii) is the subject of efforts that are reasonable under the circumstances
to maintain its confidential nature;
and includes any trade secret, formula, design, prototype, inventions, records,
designs, drawings, specifications, technical information, compilation of
information, data, program, method, technique, process, information relating to
any product, device, equipment, machine, and business information including
customer information, financial information, marketing plans and business
strategies and opportunities, and the terms of this Agreement; but does not
include any of the foregoing which is or becomes a matter of Public Knowledge;
(e) "Copyright" means the exclusive right to do and authorize others to do
any and all things restricted by copyright or similar laws of application in any
and all jurisdictions in relation to the use, copying, translation, distribution
or publication of the Software or Derivative Works;
(f) "Customer Information" means information about the Company's customers,
customer base and markets, including customer names and addresses, the names of
employees of customers with whom the Company is in contact in its business,
customer requirements and the Company's contracts with its customers, including
details about pricing and supply;
(g) "Derivative Work" means a work that is based upon the Software such as a
revision, modification, translation, abridgment, condensation, expansion or any
other form in which the Software may be recast, transformed or adapted and that
if prepared without authorization of the owner of the Copyright in such
pre-existing work, would constitute a Copyright infringement. For purposes
hereof, a Derivative Work will also include any compilation that incorporates
such a pre-existing work;
(h) "Development Documentation" means any devices, programs, or
documentation, including compilers, "workbenches", tools, developer's notes,
flow charts, schematics, statements of principles of operations, architectural
standards and any other specifications that are used to create or that comprise
the Code, and higher-level (or "proprietary") languages used by the Vendors for
the development, maintenance and implementation of the Program;
(i) "Encumbrance" means, in respect of property of any kind (including
intangible property of any kind whatsoever), any encumbrance of any kind
whatsoever, including a security interest, mortgage, lien, pledge, assignment,
charge, trust or deemed trust (whether contractual, statutory or otherwise
arising), any restriction, royalty or obligation to pay a royalty or any other
right or claim of others of any kind whatever affecting the property and any
restrictive covenant or other agreement, restriction or limitation (registered
or unregistered) on the use of the property; and "Encumber" as a verb has a
corresponding meaning;
(j) "Enhancements" means all modifications, additions, enhancements,
versions, releases, improvements, or substitutions made to the Program, other
than Modifications, that accomplish performance, structural or functional
improvements thereto, whether such enhancements accomplish incidental or
substantial redesign or replacement of any parts of the Programs;
(k) "Excluded Assets" means all assets of the Vendor other than those
included in the definition of Purchased Assets as set out in Schedule "A";
(l) "Existing Contracts" means all support and private contracts relating to
the Software as listed in Schedule "B";
(m) "Force Majeure" means any of the following: acts of God, earthquakes,
tidal waves, hurricanes, landslides, storms, windstorms, lightning, floods,
explosions, fires, vandalism, wars (whether declared or not), armed conflicts
(whether internal or international), riots, insurrections, rebellions, civil
commotions, sabotage, blockages, embargoes, epidemics, partial or entire failure
of utilities owned and operated by governmental bodies, lockouts, strikes, other
labour disturbances (whether legal or illegal), labour shortages, failure of
common or private carriers to deliver anything within the required time, or any
other similar event or cause beyond the control of the party claiming the
benefit of this clause and which that party could not reasonably have protected
itself against, provided however that lack of funds or credit will not
constitute an event of force majeure, nor will the failure of any computer
software, hardware, firmware or data including embedded microprocessors as a
result of the date change to the Year 2000 or any other date change, including
leap year calculations;
(n) "Intellectual Property Rights" means all rights to use, copy, reproduce,
sell, license, enhance, merge, transcribe, adapt or distribute by any means and
for any purpose the Trade-marks, the Software and all Derivative Works including
any and all proprietary rights provided under trade-xxxx law, patent law,
copyright law or any other statutory provision or common law principles
applicable to the Trade-marks, Software or any Derivative Works which may
provide a right in either ideas, formulae, algorithms, concepts, inventions or
know-how generally, including trade secret law, or the expression or use
thereof;
(o) "Modifications" means modifications, updates or revisions to the Program
or User Documentation that correct errors, support new releases of operating
systems or support new models of input-output devices with which the Programs
are designed to operate;
(p) "Object Code" means the binary or machine-readable version or form of
the computer programming code generated by compilation of the Source Code to
execute the Program;
(q) "Person" means an individual, corporation, partnership, joint venture,
trust unincorporated organization, any government or any agency or
instrumentality thereof or any other entity;
(r) "Programs" means the computer software application programs developed by
the Vendors and known as "GOLDPAINT SHOPPING CART" and the operating system
software known as "TAG ACTIVATED MARKUP ENHANCER (TAME)" dynamic software engine
and language interpreter and more particularly described in Schedule "C" hereto;
(s) "Public Knowledge" means information that is generally known in the
business in which the Company is engaged or is otherwise accessible through
lawful, non-confidential sources;
(t) "Purchase Price" means the purchase price for the Purchased Assets
referred to in section 3.1;
(u) "Purchased Assets" means all property and assets of the Business of
every kind and description and wherever situate, excluding the Excluded Assets,
and, including, without limiting:
(i) the Software and all associated Intellectual Property Rights thereto;
(ii) all Equipment necessary or used in connection with the Software;
(iii) all right, title, benefit, and interest under the Existing Contracts;
and
(iv) all customers as set out in Schedule "D";
(v) "Software" means the whole or any part of or any combination of the
Code, Derivative Works, the User Documentation and the Development
Documentation, together with all development tools and runtime libraries that
are required for the development, modification and maintenance of the Code;
(w) "Source Code" means the human readable version or form of the Program
written, in part, in the "----------" and "------------" computer languages,
including all comments and procedural code;
(x) "Specifications" means the description and specifications, technical and
functional, for the Software set out in Schedule "C" hereto;
(y) "Trade-marks" means the unregistered trade xxxx "GOLDPAINT" and "TAME"
and any and all other marks, registered or unregistered, used by the Vendors in
connection with the manufacture and sale of the Software;
(z) "User Documentation" means all written materials developed for use by
end users of the Program, including user guides, manuals, application and data
files and specifications and will include, at the time of their creation, all
modifications thereto. User Documentation will also include the application,
data and document files necessary to produce the Development Documentation and
all modifications thereto; and
(aa) "Year 2000 Compliant" means the correct processing of date data within
and between the 20th and 21st centuries and, without limiting the generality of
the foregoing, includes compliance with the following four rules:
(i) no value for current date will cause any interruption in operation;
(ii) date-based functionality must behave consistently for dates prior to,
during and after Year 2000;
(iii) in all interfaces and data storage, the century in any date must be
specified either explicitly or by unambiguous algorithms or inferencing rules;
and
(iv) the Year 2000 is recognized as a leap year, as are all leap years
thereafter
and in particular, the correct processing of date data on the following dates:
September 8, 1999 to September 9, 1999;
September 9, 1999 to September 10, 1999;
December 31, 1999 to January 1, 2000;
January 31, 2000 to February 1, 2000;
February 28, 2000 to February 29, 2000; and
February 29, 2000 to March 1, 2000.
1.2 For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(a) "this Agreement" means this software purchase agreement (including the
Schedules hereto) as it may from time to time be supplemented or amended by one
or more agreements entered into pursuant to the applicable provisions hereof;
(b) all references in this Agreement to designated "Articles", "sections"
and other subdivisions are to the designated Articles, sections and other
subdivisions of this Agreement;
(c) all references to currency herein are deemed to mean the currency of the
United States of America;
(d) the words "herein" "hereof' and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
section or other subdivision;
(e) the headings are for convenience only and do not form a part of this
Agreement nor are they intended to interpret, define or limit the scope, extent
or intent of this Agreement or any provision hereof;
(f) the word "including", when following any general statement, term or
matter, will not be construed to limit such general statement, term or matter to
the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not non-limiting language (such as "without
limitation" or "but not limited to" or words of similar import) is used with
reference thereto but rather will be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such
general statement, term or matter.
(g) any reference to an entity will include and will be deemed to be a
reference to any entity that is a successor to such entity; and
(h) words importing the masculine gender include the feminine or neuter
gender and words in the singular include the plural and vice versa.
1.3 The following schedules form an integral part of this Agreement:
Schedule "A" - Excluded Assets
Schedule "B" - Existing Contracts
Schedule "C" - Programs Description and Specifications
Schedule "D" - Customer Lists
Schedule "E" - Liabilities
Schedule "F" - Employment Agreement
Schedule "G" - Assignment of Existing Contracts
Schedule "H" - Assignment of Copyright
Schedule "I" - Assignment of Trade-marks
ARTICLE 2
SALE
2.1 In consideration of the payment of the purchase price as set out in
Article 3, the Purchaser hereby agrees to purchase, and the Vendors hereby
agrees to sell, assign and transfer to the Purchaser, on Closing, subject to the
terms hereof, a 100% undivided interest in and to the Purchased Assets, free and
clear from all Encumbrances.
ARTICLE 3
PURCHASE PRICE
3.1 The purchase price for a 100% undivided interest in the Purchased Assets
(the "Purchase Price") will be:
(a) The payment by the Purchaser of the liabilities and potential
liabilities of the Business as set out in Schedule "E", the total not exceeding
twenty thousand dollars ($20,000);
(b) the payment on the Closing Date of 300,000 shares in the capital of the
Purchaser at a deemed price of $0.50 (U.S.) per share; and
(c) an additional 300,000 common shares one year from Closing if the
Business is still operational and Xxxxxx Xxxxxx has during that year
successfully trained employees of the Purchaser pursuant to the employment
agreement between the Purchaser and Xxxxxx dated June 30, 1999 in the form
attached as Schedule "F" (the "Employment Agreement");
(the 600,000 shares together called the "Purchase Shares").
3.2 The parties acknowledge and agree that Purchase Shares will have such
hold periods as are required under applicable securities laws, which to the
knowledge of the Purchaser is one year.
3.3 The Purchaser will add the Purchase Shares to any registration requests
with the United States Securities Exchange Commission that the Purchaser files
during the hold period to request registration of the Purchase Shares.
3.4 The Purchaser will issue the Purchase Shares from treasury as fully-paid
and non-assessable shares in the capital of the Purchaser and will be free and
clear of all liens, charges and encumbrances.
3.5 The Purchaser will allocate the Purchase Shares between the Vendors as
directed by the Vendors in writing. If no written directions are received by
the Purchaser by the Closing Date, the Purchaser will allocate the Purchase
Shares equally between the Vendors.
ARTICLE 4
COVENANTS
4.1 Each of the Vendors covenants with the Purchaser that from the date
hereof until Closing the Vendors will:
(a) preserve, protect and continuously update and maintain the Software in
"state of the art" and commercially saleable form;
(b) carry on its business in the ordinary course and in compliance with all
applicable laws;
(c) not suffer or permit any Encumbrance to attach to or affect the
Purchased Assets; and
(d) not enter into any transaction which could cause any representation or
warranty of the Vendors or Purchaser contained herein to be incorrect on the
Closing or constitute a breach of any covenant or agreement of the Vendors or
Purchaser contained herein.
4.2 Each of the Vendors further covenants with the Purchaser that in the
event that the Software, or any part thereof, is not Year 2000 Compliant, the
Vendors will take all necessary action to render the Software or any part
thereof Year 2000 Compliant within 2 days of becoming aware of such fact. If
the Vendors fail to render the Software Year 2000 Compliant within the time set
out herein, the Vendors covenant to reimburse the Purchaser for all costs,
expenses or other expenditures incurred by the Purchaser to render the Software
Year 2000 Compliant.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Each of the Vendors hereby jointly and severally represents and warrants
to the Purchaser and acknowledges that the Purchaser is relying on such
representations and warranties in entering into this Agreement:
(a) The Vendors are the co-owners of all right, title and interest in each
of the Purchased Assets, free and clear of all Encumbrances.
(b) On Closing, the Purchaser will obtain all right, title and interest in
each of the Purchased Assets, free and clear of all Encumbrances, sufficient to
allow the Purchaser to carry out the business of using, reproducing,
manufacturing, selling, marketing, distributing, licensing, renting,
transmitting, promoting, maintaining or supporting the Software in the manner
contemplated hereunder.
(c) The total of all liabilities and potential liabilities of the Business
do not exceed twenty thousand dollars ($20,000) and are set out in Schedule "E".
(d) The Vendors are not aware of any change, event or circumstance which
would adversely affect the Purchased Assets or the prospects, operation or
condition of the Business or which would reasonably be considered to reduce the
value of the Purchased Assets to the Purchaser.
(e) The Vendors have disclosed to the Purchaser all contracts, engagements
and commitments, whether oral or written, relating to the Business.
(f) Schedule "B" contains a complete and accurate list of all Existing
Contracts which form part of the Purchased Assets;
(g) Schedule "D" contains a complete and accurate list of all customers of
the Business;
(h) All licences, permits, approvals, consents, certificates, registrations
and authorizations required in the ordinary course of the Business or in the use
of the Purchased Assets have been obtained and are in good standing and are not
terminable on the basis of a transfer in ownership of the Purchased Assets.
(i) All registrations or filings with any governmental intellectual property
offices, domestic and foreign, required or advisable to evidence or protect or
preserve the Intellectual Property Rights have been made and the Intellectual
Property Rights are valid and enforceable.
(j) There is no legal action pending or threatened by any Person relating to
the Purchased Assets. Neither of the Vendors is aware of any adverse claim
which has ever been, or is currently being, threatened against the Purchased
Assets or any of them or of any claim by any Person that any of the Intellectual
Property Rights is or may be invalid or unenforceable or non--distinctive of the
Vendors.
(k) The Vendors have obtained or will obtain and provide to the Purchaser by
no later than July 15, 1999, the written covenant of Xxxx Xxxxxxxx not to bring
any action, suit proceeding or claim against the Purchaser for infringement,
passing off or any other reason arising out of the Purchaser's use of the
trade-xxxx XXXXXXXXX in association with the distribution and sale of the
Programs, and that Xxxx Xxxxxxxx will not oppose any application by the
Purchaser for registration of such trade-xxxx or in any way contest the validity
or enforceability of any such registration.
(l) The Software is an original work, as that term is used in the law of
Copyright, and does not include any "shareware", "freeware" or other third party
software, and the only authors of the Software and every portion thereof, are
the Vendors, and all of the right, title and interest in the Software is
co-owned solely by the Vendors.
(m) No portion of the Software uses, copies or comprises the work of any
Person in a manner that infringes on, and the use thereof and the commercial
exploitation of the Intellectual Property Rights does not infringe on, any
rights of any Person including any rights in the structure, sequence or
organization of any third party work and no royalty or other consideration is
due to any Person arising out of the creation, copying, use or distribution of
the Purchased Assets.
(n) The Vendors have not, in any manner whatsoever, granted, transferred,
licensed or assigned or permitted to be granted, transferred, licensed or
assigned any right or interest of any kind whatsoever in the Purchased Assets to
any Person (other than the Purchaser) and neither of the Vendors has otherwise
Encumbered the Purchased Assets.
(o) The Software was first published by distribution of copies thereof to
members of the public on October, 1993, in Washington, U.S.A.
(p) There are no contracts, agreements, licenses or other commitments or
arrangements in effect with respect to or which would permit the manufacture,
marketing, distribution, licensing, rental, transmission, promotion, maintenance
or support of the Software by any Person.
(q) The Vendors have not used or permitted to be used the Software in a
manner that in any way jeopardizes the rights of the Vendors in the Intellectual
Property Rights.
(r) The Source Code is complete and when compiled, produces the then current
production version of the Object Code.
(s) Schedule "C" contains a complete and accurate (i) description of the
Program (including a list of software modules and related tools), (ii) set of
Specifications, (iii) list of Development Documentation, and (iv) list of User
Documentation.
(t) The Source Code, User Documentation and Development Documentation, in
the form delivered to the Purchaser:
(i) are reasonably understandable and usable by trained and experienced
computer-programming personnel who are generally familiar with the " 'C' " and
"----------" computer languages;
(ii) do not involve any proprietary languages or programming components that
such personnel could not reasonably be expected to understand, using the
Development Documentation, which contains sufficient commentary to enable such
personnel to understand and use such languages or components; and
(iii) include all of the devices, programming and documentation necessary
for the maintenance and support of the Software by the Purchaser, except for
devices, programming and documentation commercially available to the Purchaser
on reasonable terms through readily known sources not affiliated with or
otherwise related to the Vendors or Purchaser.
(u) Each of the Code, User Documentation and Development Documentation to be
delivered by the Vendors hereunder:
(i) has been prepared in a workmanlike manner and with professional
diligence and skill;
(ii) will function efficiently on the machines and with operating systems
for which they are designed, as described in the User Documentation and the
Specifications;
(iii) is and will at all times be free from design errors, defects,
deficiencies, malfunctions, bugs or other flaws which would render it unfit for
the purposes intended;
(iv) does not contain any back door, time bomb, drop-dead device or other
software routine designed to disable the Programs automatically, with the
passage of time or under the positive control of any person other than the
Purchaser;
(v) is free from any "viruses"; and
(vi) is Year 2000 Compliant.
(v) The Software operates and performs in all respects in accordance with
the Specifications and the Specifications completely and accurately describe the
Software.
(w) The Code, User Documentation and Development Documentation are
substantially complete and accurate and will be adequate to enable the Purchaser
to make full use of the latest version of the Software on and after the Closing.
(x) The Vendors developed the Purchased Assets for use exclusively in a
commercial enterprise and have filed all required returns and paid all sales
taxes exigible on or in respect of its development of the Purchased Assets.
(y) There are no retail sales taxes or goods and services taxes due or
accruing due in connection with the acquisition, use, license or sale of the
Software.
(z) Each of the Vendors has made such examinations and other matters of
diligence as may be necessary or advisable in order to confirm its
representations and warranties contained in this Agreement and acknowledges that
any breach or failure of its representations, warranties or covenants contained
in this Agreement will cause material consequential or indirect damages to the
Purchaser.
(aa) No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required or
desirable for the sale of the Purchased Assets by the Vendors to the Purchaser
pursuant to this Agreement.
(bb) No representation or warranty in this Agreement contains any untrue
statement of a material fact and the representations and warranties contained in
this Agreement do not omit to state any material fact necessary to make any of
the representations or warranties contained herein not misleading to a
prospective purchaser of the Purchased Assets seeking full, true and plain
disclosure as to the Purchased Assets or the Vendors.
(cc) There will have been no material adverse change in the condition of the
Purchased Assets or the value of the Business having occurred between the date
of this Agreement and the Closing Date;
5.2 The Purchaser represents and warrants to the Vendors as of the date
hereof and on the Closing Date that:
(a) The Purchaser has filed with all applicable securities and regulatory
authorities (including exchanges and markets) all information and documents
required to be filed with such authorities (the "Public Record") and the
statements set forth in the Public Record are true, correct and complete and do
not contain any misrepresentation as of the date made and the Purchaser has not
filed any confidential material change reports or similar reports.
(b) There has not been any adverse material change in the business,
operations or affairs, financial or otherwise, of the Purchaser since the date
of the last audited financial statements of the Purchaser which have been filed
as part of the Public Record, other than as may have been disclosed by way of
news release.
(c) The Purchase Shares when issued will be issued as fully paid and
non-assessable shares free and clear of all liens, charges, claims or
encumbrances.
(d) The Purchaser acknowledges and agrees that Xxxx Xxxxxxxx, Clickshop's
primary wholesale partner has acquired the domain names "xxxxxxxxx.xxx" and
"xxxxxxxxx.xxx" and has used and will continue to use those domain names in his
business.
5.3 All representations and warranties of the Vendors contained in this
Agreement will survive the Closing.
5.4 The parties acknowledge and agree that there are no warranties, express
or implied other than as set out herein.
ARTICLE 6
PROPRIETARY PROTECTION
6.1 The Vendors will not disclose, communicate or otherwise make available
to any Person the Confidential Information and will take all necessary
precautions against unauthorized disclosure of the Confidential Information.
6.2 For the period of twelve (12) months immediately following the Closing,
the Vendors will not, without the prior written approval of the Purchaser,
become engaged, directly or indirectly, as an employee, consultant, contractor,
partner, principal, agent, proprietor, shareholder (other than the holding of
shares listed on a public stock exchange that does not exceed 2% of the
outstanding shares so listed), investor or advisor in a business anywhere in the
world where the Purchaser markets its products or services that:
(a) develops, markets, sells or licences products or services competitive
with those products or services developed, marketed, sold or licensed by the
Purchaser; or
(b) provides consulting, maintenance, support or training services that are
competitive with the consulting, maintenance, support or training services
provided by the Company
save for in accordance with the terms of this Agreement.
6.3 For the period of two (2) years immediately following Closing of this
Agreement, the Vendors will not, directly or indirectly, contact or solicit any
customers of the Business anywhere in the world for the purpose of selling or
supplying to such clients, any products or services which are competitive with
the products or services developed, marketed, sold or licensed by the Purchaser
at the time of the Closing.
6.4 The Vendors confirm that the obligations in this Article 6 are fair and
reasonable in the circumstances and that the Purchaser is relying on such
obligations in entering into this Agreement, given that, among other reasons,
the Vendors' unique personal knowledge and familiarity with all aspects of the
Business and that such obligations together with the Vendors' other obligations
under this Agreement are reasonably necessary for the protection of the
Purchaser's proprietary interests.
6.5 The Vendors further confirm that the geographic scope of the obligations
in Sections 6.2 and 6.3 are reasonable, given the international nature of the
market for the products and services of the Purchaser.
6.6 The Vendors further acknowledge that the fulfilment or enforcement of
the obligations contained in this Agreement will not preclude the Vendors from
becoming gainfully directly employed in the computer software industry following
the Closing, given the Vendors' general knowledge and experience in such
industry.
6.7 The Vendors acknowledge and agree that the obligations under this
Article 6 shall survive the Closing.
ARTICLE 7
INTELLECTUAL PROPERTY RIGHTS
7.1 After Closing, the Purchaser will be entitled but not obligated, at the
Purchaser's expense, to:
(a) register Copyright to the Code, any Derivative Works and the User
Documentation in the name of the Purchaser or as may otherwise be appropriate in
all Copyright registry offices that the Purchaser may determine; and
(b) xxxx the Purchaser's Copyright notice on all copies of the Code, any
Derivative Works and the User Documentation;
(c) register the trademarks GOLDPAINT and TAME in association with the
Purchased Assets; and
(d) apply for patent protection for the Programs or any function or feature
thereof.
7.2 The Vendors covenant and agree to cooperate with the Purchaser and to
take all such actions and to execute and deliver all documentation as may be
necessary to facilitate the registrations referred to in section 7.1.
ARTICLE 8
INDEMNIFICATION
8.1 Each of the Vendors will indemnify and save the Purchaser, its
directors, officers, agents, employees, licensees, successors and assigns (each
an "Indemnified Person") harmless from all losses, costs, claims, damages,
demands, actions and causes of action (including reasonable legal fees and
disbursements incurred by an Indemnified Person) which it may incur, suffer or
become liable for as a result of or in connection with any successful claim that
all or any part of the Purchased Assets infringe any patent, Copyright, trade
secret, trade xxxx or other intellectual property right of any Person.
8.2 If any Indemnified Person has any claim for indemnity pursuant to
section 8.1 then:
(a) the Purchaser will notify the Vendors in writing of such claim as soon
as reasonably possible after it becomes aware of such claim;
(b) the Vendors will have the right to control and direct the investigation,
preparation, action and settlement of each such claim provided that if the
Vendors do not act promptly and with appropriate diligence then the Purchaser
will have the right to take control thereof without compromising its rights
under this indemnity; and
(c) the Purchaser will cooperate reasonably with the Vendors in connection
with the investigation, preparation, action and settlement of each such claim.
8.3 If any use of the Purchased Assets by the Purchaser is held to
constitute an infringement of another Person's rights, and such use by the
Purchaser is enjoined, each of the Vendors will, at its expense, use its best
efforts to procure the right for the Purchaser to use the Purchased Assets
without infringing such Person's rights and will promptly take or cause to be
taken all other actions requested by the Purchaser, including modifying or
replacing the infringing items to the Purchaser's satisfaction so that they are
non-infringing but continue to conform to the Specifications, so that the
Purchaser may continue to carry on its business with a minimum of delay or
inconvenience to the Purchaser and otherwise exercise its rights under this
Agreement or any agreement referred to or contemplated by this Agreement.
8.4 Any amount which the Vendors are liable to pay under Article 8.1 to an
Indemnified Person will bear interest at a rate of 12% per annum calculated
monthly, both before and after judgment, from the date the Indemnified Person
disbursed funds, suffered damages or losses or incurred a loss, liability or
expense to the date of payment in full by the Vendors.
8.5 The Purchaser will be entitled to deduct from or set off against any
outstanding balance of the Purchase Price, any and all claims of the Purchaser
against the Vendors, its successors and assigns, arising hereunder or in any way
relating hereto for indemnity, default or breach of warranty, whether or not
such claims are owing, due or liquidated at the time of deduction or set off,
which right will enure to the benefit of the Purchaser from time to time,
notwithstanding the bankruptcy of the Vendors, its successors or assigns.
8.6 The Purchaser will not assume, and the Vendors will be solely
responsible for and will indemnify and hold harmless the Purchaser from and
against, all product liability, product warranty and all other claims,
liabilities and obligations respecting the Business, the Purchased Assets and
the products sold by the Vendors in connection with the Business up to the
Closing Date. The Purchaser may satisfy any such obligations where it is
required to do so by law or by order of any court or regulatory authority having
jurisdiction over it or where it determines in good faith to do so for valid
business reasons and, in any such case, the Vendors will reimburse the Purchaser
forthwith following demand for all expenses incurred by the Purchaser in
connection therewith, including all labour and material costs incurred in
repairing or replacing products.
ARTICLE 9
CLOSING
9.1 At the Closing Date, the Purchaser will:
(a) issue 300,000 shares in the capital of the Purchaser to the Vendors, as
fully-paid and non-assessable shares free and clear of all liens, charges,
claims or encumbrances;
(b) enter into a one year employment agreement with Xxxxxx, the terms and
conditions more particularly set out in the employment agreement dated June 30,
1999;
9.2 On or before the Closing Date, the Vendors will execute and deliver or
cause to be executed and delivered all deeds, conveyances, bills of sale,
transfers, assignments, agreements, certificates, documents, and instruments as
may be necessary to effectively vest good and marketable title to the Purchased
Assets in the Purchaser free and clear of any Encumbrances and without limiting
the foregoing, will execute and deliver or cause to be executed and delivered:
(a) the Assignment Agreement in the form attached hereto as Schedule "G"
whereby Clickshop assigns all of its right, title, benefit and interest under
the Existing Contracts to the Purchaser;
(b) the Assignment Agreement in the form attached hereto as Schedule "H"
whereby the Vendors assign all of their rights, title, benefit and interest in
the Software to the Purchaser;
(c) the Assignment Agreement in the form attached hereto as Schedule "I"
whereby the Vendors assign all of their rights, title, benefit and interest to
the Trade-Marks to the Purchaser;
(d) a xxxx of sale (Absolute) for the Purchased Assets;
(e) a complete copy of the Source Code for the Software, together with
functional and technical specifications acceptable to the Purchaser, acting
reasonably;
(f) a complete copy of all Existing Contracts which form part of the
Purchased Assets and listed in Schedule "B";
(g) the Employment Agreement; and
(h) all such other documents and instruments as the Purchaser's solicitors
may reasonably require.
ARTICLE 10
LICENSE
10.1 Subject to the terms and conditions of this Agreement, the Purchaser
hereby grants to the Vendors for a term of five (5) years from the Closing Date,
the non-exclusive right and license to use and develop the Programs, excluding
any Modifications and Enhancements by the Purchaser subsequent to Closing, on
the condition that the Programs as licensed are not re-sold to any Persons or
used by the Vendors or any Persons on any internet website other than
xxxxxxxxx.xxx.
10.2 The Purchaser hereby grants to Xxxxxx the non-exclusive right and
license to use the Programs for a term of five (5) years from the Closing Date,
excluding any Modifications and Enhancements by the Purchaser subsequent to
Closing, for his own use and for the list of customers agreed in writing by
Purchaser prior to Closing solely for the purpose of providing computer
automated design services to such listed customers. Xxxxxx may not use the
Programs for any purpose which competes with the Purchaser or for commerce
conducted over, through or via the internet.
10.3 The Purchaser hereby grants to Xxxxxx the non-exclusive right and
license for a term of five (5) years from the Closing Date, to use the software
concepts used to create the "TAG ACTIVATED MARKUP ENHANCER (TAME)" dynamic
software engine and language interpreter, provided that Xxxxxx may not use such
concepts for any purpose which completes with the Purchaser or for commerce
conducted over, through or via the internet.
10.4 If the Vendors develop Modifications or Enhancements to the Programs as
a consequence of using the Programs in accordance with the license, the Vendors
will promptly notify the Purchaser in writing and will assign all world-wide
rights and Intellectual Property Rights to such Modifications and Enhancements
to the Purchaser and the Purchaser covenants to license back any such
Modifications and Enhancements to the Vendors.
ARTICLE 11
NOTICE
11.1 Any notice, consent, direction or other instrument required or
permitted to be given under this Agreement will be in writing and may be given
by personal or courier delivery, or by facsimile transmission to the following
addresses:
Xxxxxxx: Clickshop
00000 XX 000xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Facsimile No.: (000) 000-0000
Xxxxxx: Xxxxxx X. Xxxxxx
00 Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Purchaser: XxxxxxxXxxxxxx.xxx, Inc.
Suite 1000 - 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Facsimile No.: (000) 000-0000
11.2 Any notice, consent, direction or instrument so given will be presumed
to be received if by facsimile, upon successful transmission, and if by personal
or courier delivery, at the time of delivery.
11.3 Each party may amend its address set forth above by written notice to
the other party.
ARTICLE 12
EXECUTION
12.1 This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together constitute one
and the same instrument.
12.2 Delivery of an executed copy of this Agreement by electronic facsimile
transmission, telecopy, telex, or other means of electronic communication
producing a printed copy will be deemed to be execution and delivery of this
Agreement on the date of such communication by the party so delivering such
copy.
ARTICLE 13
GENERAL
13.1 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral including,
without limitation, that certain letter agreement between the parties dated June
23, 1999.
13.2 There are no conditions, covenants, agreements, representations,
warranties or other provisions, express or implied, collateral, statutory or
otherwise, relating to the subject matter hereof except as herein provided.
13.3 Except as expressly provided otherwise in this Agreement, dates and
times by which a party is required to render performance under this Agreement or
any schedule hereto will be postponed automatically to the extent and for the
period of time that such party prevented from meeting them by reason of any
Force Majeure, provided the party prevented from rendering performance notifies
the other party immediately and in reasonable detail of the commencement and
nature of such Force Majeure and the probable consequences thereof. The benefit
of this section will not apply to the performance of an obligation which is 60
or more days in default.
13.4 From time to time subsequent to the Closing Date, the parties covenant
and agree, at the expense of the requesting party, to promptly execute and
deliver all such further documents and instruments and do all such further acts
and things as may be required to carry out the full intent and meaning of this
Agreement and to effect the transactions contemplated hereby.
13.5 No amendment or waiver of any provision of this Agreement will be
binding on either party unless consented to in writing by such party. No waiver
of any provision of this Agreement will constitute a waiver of any other
provision, nor will any waiver constitute a continuing waiver unless otherwise
provided.
13.6 If any term or provision of this Agreement will for any reason be
invalid, illegal or unenforceable in any respect, this Agreement will be
interpreted and construed as if such term or provision, to the extend invalid,
illegal or unenforceable, had never been contained herein.
13.7 Nothing herein will be construed to create a partnership, joint
venture, or agency relationship between the parties hereto. No party will have
the authority to enter into agreements of any kind on behalf of any other party
or otherwise to bind or obligate any other party in any manner to any Person.
13.8 Time will be of the essence of this Agreement and of every part
thereof.
13.9 This Agreement will be governed by, construed and enforced in
accordance with the laws of the Province of British Columbia, and each party
hereby submits to the exclusive jurisdiction of the courts of the Province of
British Columbia.
13.10 This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the date first above
written.
SIGNED, SEALED AND DELIVERED by )
XXXX XXXXXXX in the presence of: )
)
/s/ Xxxxxx Xxxxxxx )
------------------------------------- )
Signature )
Xxxxxx Xxxxxxx )
------------------------------------- )
Print Name )
00000 XX 000xx Xxxxx )
------------------------------------- )
Address )
Xxxxxx XX 00000 )
-------------------------------------- )
)
House Wife ) /s/ Xxxx Xxxxxxx
------------------------------------- ) ------------------
Occupation ) XXXX XXXXXXX
SIGNED, SEALED AND DELIVERED by )
XXXXXX X. XXXXXX in the presence of: )
)
)
------------------------------------- )
Signature )
)
------------------------------------- )
Print Name )
)
------------------------------------- )
Address )
)
-------------------------------------- )
)
) /s/ Xxxxxx X. Xxxxxx
------------------------------------- ) ---------------------
Occupation ) XXXXXX X. XXXXXX
XXXXXXXXXXXXXX.XXX, INC.
Per: /s/ signed
---------------------------
Authorized Signatory
SCHEDULE "A"
EXCLUDED ASSETS
1. The domain names: xxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxx.xxx
2. The business name "Clickshop".
3. All hardware and software currently owned by the Vendors other than that
which is needed or used in connection with the Software.
SCHEDULE "B"
EXISTING CONTRACTS
DATE TITLE OF AGREEMENT CONTRACTING PARTY
SCHEDULE "B"
EXISTING ClickShop CONTRACTS
XxxxXxxxx.Xxx
Xxxx Xxxxxxxx
00000 Xxxxxxx Xx
Xxxxxxxx, XX 00000
000-000-0000
Contracting Party: xxxxxx@xxxxx.xxx
--------------------------------------------------------------------------------
Substance of agreement: Agreement that ClickShop will sell keys at wholesale
and GoldPaint will provide support to their
customers.
--------------------------------------------------------------------------------
NoName4Us
Xxxxxxx Xxxxxxxxx
X.X. xxx 0000
X-000 00
Xxxxx
Xxxxxx
0707 - 398 597
Contracting Party: xxxxxxx.xxxxxxxxx@xxxxxx.xx
--------------------------------------------------------------------------------
Substance of agreement: Maintenance Agreement for xxx.xxxxxxxxxxxxxxx.xxx
see xxxx://xxxxx.xxxxxxxxx.xxx/xxxxx/xxxxx.xxxx
which is also attached.
--------------------------------------------------------------------------------
Dates: 1/30/1999 to 1/29/2000
--------------------------------------------------------------------------------
xxx.Xxxxxxx.xxx
Xxxxx Xxxxxxx
Benchmark Industries
0000 Xxxx Xxxxx Xxxx Xxxx
Xxxxxx, XX 00000
xxxxxx@xxxxxx.xxx
Contracting Party: 000-000-0000
--------------------------------------------------------------------------------
Support Contract for Goldpaint
see standard text of agreement at
xxxx://xxx.xxxxxxxxx.xxx/xxxxxxx/xxxxx.xxx
Substance of agreement: which is also attached
--------------------------------------------------------------------------------
Dates: from 2/11/99 to 2/10/2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
xxxxxx.xxx.xxx
General Services Administration
Xxxx Xxxxxx
00xx & X Xx. XX
Xxxx 0000X
Xxxxxxxxxx, XX 00000
xxxxx.xxxxx@xxx.xxx
Contracting Party: 000-000-0000
--------------------------------------------------------------------------------
Substance of agreement: Support Contract for Goldpaint see reference above.
--------------------------------------------------------------------------------
Dates: from 03-01-99 thru 02-27-00
--------------------------------------------------------------------------------
Xxx Suttonlift
Desktop Imagery
000 Xxxxxxx Xxxx, Xxxx 00
Xxxxxx, Xxxxxxx
X0X 0X0
Xxxxxx
xxx@xxx-xxx.xxx
Contracting Party: 000-000-0000
--------------------------------------------------------------------------------
Substance of agreement: Support for various domains and customized systems.
Customer verbally agreed to pay for services
rendered at customary rates - see
Xxxxxx for further details.
--------------------------------------------------------------------------------
xxx.xxxxxxxxxx.xxx
Guthy Renker Internet
Xxxxx Shimanozosky
00-000 Xxxxxxxx #000
Xxxx Xxxxxx, XX 00000
Contacts:
Xxxxx Xxxxxxx
xxxxx@xxxxxxxxxx.xxx
800-970-5999
Xxx Xxxx
xxx@xxxxxx.xxx
Contracting Party: 707-773-3434
--------------------------------------------------------------------------------
Substance of agreement: Support Contract for Goldpaint see reference above.
--------------------------------------------------------------------------------
Dates: from 02-24-99 thru 02-23-00
--------------------------------------------------------------------------------
xxx.xx000.xxx
WorldNet 2000, Inc.
Xxxxxx X Xxxxxx
33 Tec Xx.Xxxxxxxxxx, XX 00000
000-000-0000
Contracting Party: xxxxxxx@xxx.xxx
--------------------------------------------------------------------------------
Substance of agreement: Support Contract for Goldpaint see reference above
--------------------------------------------------------------------------------
Dates: from 6/24/99 to 5/23/00
--------------------------------------------------------------------------------
Net Revenues Inc.
c/x Xxxxxxx Realty Corporation
000 Xxxxxx Xxxx Xxxx
Xxxxxxx
Xxxxxxx X0X 0X0 Xxxxxx
000-000-0000 xxx 000
Contracting Party: xxxxxx@xxxxxxx.xxx
--------------------------------------------------------------------------------
Substance of agreement: Support for various domains and customized systems.
Customer verbally agreed to pay for services
rendered at customary rates - see
Xxxxxx for further details.
--------------------------------------------------------------------------------
xxx.xxxxxxx-xxxxxxx.xxx
Striker-Systems
Xxxxxx Xxxxxx
XX Xxx 00
000 X.X.X. Xxxxx
Xxxxx Xxxxx, XX 00000
000-000-0000
Contracting Party: xxxxx@xxxxxxx-xxxxxxx.xxx
--------------------------------------------------------------------------------
Substance of agreement: Support Contract for Goldpaint see reference above.
--------------------------------------------------------------------------------
Dates: to 1/12/200
--------------------------------------------------------------------------------
Creative Digital Technology
0/000 Xxxxxxxxxx Xxxx
XX Xxx 000
Xxxxxxx XXX 0000
Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Contracting Party: xxxxxx@xxxxxxxx.xxx.xx
--------------------------------------------------------------------------------
Substance of agreement: Gold dealer - can purchase keys at $550/domain
--------------------------------------------------------------------------------
Xxxxxx and Associates
Xxxxxxx Xxxxxx
0000 Xxxx Xxxx Xxxxx
Contracting Party: Xxxxxx Xxxxxx, XX 00000
--------------------------------------------------------------------------------
Substance of agreement: See Xxxxxx for details.
--------------------------------------------------------------------------------
Internet Global Development Corp.
Xxxx Xxxxxx
000 Xxxxxxxx Xxx
Xxxxxxxx Xxxxxxxxx, XX 00000
Xxx Xxxxxx
000-000-0000
xxxxxxxxx@xxxx.xxx
Xxxx Xxxxxx
000-000-0000
Contracting Party: xxxx@xxxx.xxx
--------------------------------------------------------------------------------
Substance of agreement: Unlimited single shop domains to run on one network.
7 Goldpaint malls to run on that same network.
Support Contract for Goldpaint
see reference above.
--------------------------------------------------------------------------------
Dates: Support for GoldPaint to extend through
1/1/2000
Maintenance Agreement
Vendor: Customer Project: Webshoppers Club
ClickShop Com NoName4Us Accepted completion date: 10/30/98
Xxxx Xxxxxxx Xxxxxxx Xxxxxxxxx Status of this agreement: Not
00000 XX 000xx X.X. Xxx 0000 executed. Warranty period: 90 days
Xxxxx X-000 72 from completion date. Extended
Xxxxxx, XX 00000 S-200 72 warranty to start: 1/30/99 and to
USA Malmo extend for and period of 1 year.
000-000-0000 Sweden The price of the extended warranty
xxxx@xxxxxxx.xxx 0000-000 000 is: 15% of the original contract.
xxxxxxx.johansson@ The settlement terms are: 30 days
xxxxxx.xx from presentation of invoice.
Tracking on this project located
here
This agreement between vendor and customer consists of the following items:
1. The customer accepts that the project above is completed.
2. Bugs are defined as problems which could have been fixed with the
technology and knowledge available to the vendor at the time the project was
completed.
3. The vendor agrees to fix at no charge all bugs that are discovered within
the warranty or extended warranty period.
4. The vendor agrees to consult with and assist the customer in changing or
enhancing the system for "non bug" problems during the warranty or extended
warrantee period and will charge the customer for this service according to the
vendor's usual and customary rates. These rates can be viewed here .
5. The customer agrees to pay the bills indicated in #2 above according to
the terms of settlement above.
6. After the initial warranty period the customer may elect to extend the
warranty by agreeing to the terms of this maintenance agreement.
Extended warrantee due 1/30/99
Extended warrantee amount $2250
Extended Warrantee will expire 1/30/2000
Vendor's Authorized Agent Customer's Authorized Agent
Xxxx Xxxxxxx
/s/ signed Print Name:
----------------------
Signature:
-----------------------
Date: February 2, 1999 Date:
----------------------------
Partner's Page xxxx://xxx.xxxxxxxxx.xxx/xxxxxxx/xxxxx.xxx
Our Products
Merchant CLICKSHOP Support Checklist
Mall
Technical Support
Developers
& Designers Call us at (000) 000-0000 Documentation
FAQ's & Doc for assistance with your Clickshop Products
Demo Area Frequently Asked
Questions
Best Partners We are here to support you!
We're here
for you! The software is waiting for your
download here Questions
Technical Support
Six months of free technical support is
provided with the purchase of the
GoldPaint Shopping Basket. Email questions
will receive a prompt response. Send
questions to xxxx@xxxxxxx.xxx and please
include "Support:" with any other
information you wish in your subject. Telephone
questions are answered between
7am and 3pm PST Monday through Friday at
(000) 000-0000.
Please indicate the purchased domain name in
all communications
Answers to specific questions are considered Technical
Support support. Development and Design assitance are
supported through the Consulting Support
discussed below. diagnosis and fixing of problems not
related to malfunctions of ClickShop software is also
covered by Consulting Support below. Limited support
is available for those using the 30 day free trial.
Check out the trial product.
On-going support and updates can be purchased for 12
month at 1/3 of the retail price at the time of
renewal. Please contact xxxx@xxxxxxx.xxx for
details.
Goldpaint provides an extensive manual with reach
system. Check our site examples shop here. This
examples shop is placed on your server when you
install the system.
For details on our documentation see
Comments and suggestions regarding the documentation
should be sent to xxxxxxxx@xxxxxxx.xxx. Please include
the word "DOC" in your subject
Frequently Asked Questions
We provide a search driven FAQ section. These pages
are updates as we answer support questiion or
receive comments.
Additional questions should be sent to
xxxxxxxx@xxxxxxx.xxx. Please include
the word "FAQ" at the beginning of your
subject.
Consulting Support
ClickShop Com offers an outstanding team of
consultants to support your
development. Whether you want us to build you an
entire shop, help you retrofit
your page,s or just want to accelerate your
learning curve, we can help! We
provide quotes based on your specific needs.
Please contact us at
xxxx@xxxxxxx.xxx or at (000) 000-0000. You
may purdhase consulting help here.
Have we convinced you that we have the best product?
If so, go straight to our on-line sales page!
Otherwise boogie on
Don't miss this outstanding product!
SCHEDULE "C"
PROGRAMS DESCRIPTION AND SPECIFICATIONS
Program Description and Specifications
The following are attached to this Schedule "C":
1. Description of the Program (including a list of all software modules
and related tools)
2. Specifications of the Software
3. List of Development Documentation
4. List of User Documentation
SCHEDULE "D"
CUSTOMER LIST
CUSTOMER NAME CONTACT INFORMATION CONTACT NAME
Schedule D
Customer Contact List
August 4, 1999
Customer Company First Name Last Name Phone
------------------------------ -------------------------------- ----------------- ------------------ ------------------
029designindex . . . . . . . . Odyssee 3000 Xxx Xxxxxxxx -
031nudes . . . . . . . . . . . Screen Team Xxxx Xxxxxx -
1001 Downtown Anywhere . . . . Downtown Anywhere Xxxxx Xxxxxxxxx 000 000 0000
1006 InterLink Services Inc. . 10006 InterLink Services Inc Xxxxx Xxxxx (000) 000-0000
0000 Xx Shopping Center. . . . The Uk Shopping Center Xxx Xxxxxx -
1019 booksonline . . . . . . . Newbridge Communications Nicolas Wuorenheimo -
1025 GolfWeb . . . . . . . . . Golf Web Xxxx Xxxxx -
1026 Dockside (Xxxxxxx). . . . Dockside Internet Services Xxxx Xxxxxxx -
1030 AEN sexnow. . . . . . . . AEN, INC Xxxxx Xxxx 000-000-0000
1033 SecurePay . . . . . . . . SecurePay Xxxx Xxxxxxxxx -
1039 ASCD. . . . . . . . . . . ASCD Xxxxxx Xxxxxxxx -
1043 Xxxxxxxxxxx . . . . . . . Xxxxxxxxxxx Corporation Xxxxx Xxxxxxx -
1044 efy
1051 xxxxxxxxx.xxx . . . . . . Connect Communication Xxxx Xxxxxxx -
1052 Nedernet. . . . . . . . . Nedernet Online Services Jan Tetteroo -
1053 deadalus. . . . . . . . . Cyber Services Xxxx Xxxxxxxxx -
1071 adultwarehouse. . . . . . Xxxxxxxxxxxxxx.Xxx Xxxxxx Xxxxxxxxxx
1074 xxx.xx. . . . . . . . . . Hellas OnLine Xxxx Xxxxxx -
xxxxxxxxxxx.xxx
Algosoft AG. . . . . . . . . . Xxxxx Hulzenbecher - Xxxxx Hulzenbecher
xxxxxxxxxx.xxx
xxxxxxxxx.xxx
ask
Astro Cybernetics
axisnet. . . . . . . . . . . . Axis Net, Inc Xxxxx Xxxxxxxx -
baskquerts
Bazar. . . . . . . . . . . . . Xxxxx Xxxxxxxxx 46 8 402 99 61
behome
xxxxxxxxx.xxx
bherman
xxx-xxxxx.xxx
booksnow 000-000-0000
xxxxxxx
buyfrom
xxxxxxx.xxx. . . . . . . . . . Ram Digital Design Xxxx Xxxxxxxxx (000) 000-0000
xxxxxxxxxx.xxx
catalogmall. . . . . . . . . . International Technology Xxx Xxxxxxx -
cdmachine
cdt. . . . . . . . . . . . . . Creative Digital Technology
centralnet . . . . . . . . . . Internet Central, Inc. Xxx Xxxxxxx -
xxxxxxxxx.xx
xxxxxxxxxx.xxx . . . . . . . . Guthy Renker Internet Xxxxx Shimanozosky -
chopshop . . . . . . . . . . . MusicNet Xxxxxx Xxxxxxxxx -
Xxxxxxxx Communications
xxx.xxx.xx
xxxxxxxxxxx.xxx. . . . . . . . Classic Auto British Car Parts Xxxxxx Xxx -
xxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
Creative Digital Technology. . Xxxxxx -
csense
xxxx.xxx
xxxxxxxxxxxxx.xxx
cyber one inc. . . . . . . . . Cyber One Inc Xxx Xxxxxxx -
xxxxxxxxxx.xxx.xx
xxxxxxxx.xxx
Xxxxxxx X. XxXxxxxx 000-000-0000
DTI
fivecorners. . . . . . . . . . Five Corners Communications Xxx Xxxxxxxx -
xxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxx-xxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxx-xxxxxxxxxxxxx.xxx
xxxxxx.xxx
holy-cow
ibs
ICE. . . . . . . . . . . . . . Internet Consulting Experts Xxxx Xxxxxxxx -
xxxxxxxxxxx.xxx
xxxxxx
Innervision Technologies Inc.
Innovative Internet Marketing. Innovative Internet Marketing Xxx Xxxxxxx (000) 000-0000
interactserv
interactworld
Internet Global Development. . Internet Global Development Corp Xxxx Xxxxxx (000) 000-0000
xxxxx.xxx
jimini,com
xxxxxxxx.xxx
xxxxxxx.xxx
levenger
xxxxxxxx.xxx.xx
xxxxxx.xxx
LookSmart. . . . . . . . . . . LookSmart Xxx Xxxxx 000-000-0000
xxxxxxxxxxxxxxxxxxxxx
xxxx00
xxxxxx
medeserv . . . . . . . . . . . Med-E-Serv Pty Ltd Xx. Xxxxxx Xxxxx 00-0-0000-0000
xxxxxxxxxx.xxx
MensShift Inc
xxxxx-xxxxxxxx.xxx . . . . . . Microserve Xxx Xxxxxxx -
xxx.xxx
Net Revenues . . . . . . . . . Xxxxx Xxxxxxxx 000-000-0000
noname4us
xxxxxxxxxxxxxxxxxxx.xxx
nysemet
oll findamovie
oll icn
oll ie
oll Kodak_flashpix . . . . . . Onlinelabe
oll match. . . . . . . . . . . oll match
oll rentrent . . . . . . . . . oll rentrent
oll supergo
oll tribmedia
oll vibetv
oll warner . . . . . . . . . . oll warner
onlinelabs
xxxxxxxx.xxx
pangaea
xxx-xxx.xxx
xxxxxxxxxx.xxx . . . . . . . . World Access Communications Inc
xxx-xxxxxxx.xxx
Xxxxxxxx Internet Consulting . Xxxxxxxx Internet Consulting Xxxxxxxx Xxxxxxxx x000 00 00 00 00
Xxxxxx and Associates. . . . . Xxxxxxx Xxxxxx 000-000-0000
Pixotna Productions, Inc 702-247-9830
planetmall
prisoner
xxxxxxxxxxx.xxx
prospects
xxx.xxx
psychotherapybookclub
xxxxxx.xxx.xxx (000) 000-0000
xxxxxxxxxxx.xxx
XxxxxxxxXxxxx.xxx, Inc.. . . . XxxxxxxXxxxx.xxx, Inc. Xxxxxx Xxxxxxxx 000-000-0000
Real Estate Business Techn . . Real Estate Business Technology (000) 000-0000
xxxxxxxx.xxx
xxxxxxx.xxx
xxxxxxxxxxx.xxx
Xxxxx Publishing Co. . . . . . Xxxxx Publishing Co. Xxxxxxx Xxxxxxxxx -
xxxxxxxxxxxx.xxx
sexfilms
sextoylane . . . . . . . . . . MDB Inc. Xxxxx Xxxxxx (000) 000-0000
skypoint
Striker-Systems. . . . . . . . Xxxxxx Xxxxxx -
xxxx.xxx
targetmall
teaselounge
Temelink, Inc
Test Man
The Royal and Ancient Tradi. . Xxxxx Xxxxxxxx -
topp40 . . . . . . . . . . . . Xxxx 40 Forlag XX Xxxxxx Osterdahl -
toraproductions
TV-Shop Europe AB x00 (0)0 000 00 00
Vantage Systems. . . . . . . . Vantage Systems (000) 000-0000
xxxxxxxxxxxx.xxx
Virtual Personalities, Inc . . Xxxxx Xxxxxxx (000) 000-0000
xxxxxxxxxxxxx.xxx
xxxxxxxxx.xxx
vtmall
xxxxxxxxxx.xxx.xx
Websites Plus (0000 000-0000
webstar5
xx0000.xxx
worldproducts
xxxxx.xxx
xxxxx.xxx
xxxxx-xxxxx.xxx. . . . . . . . YANNI International Trade, LLC Xxxxxxx Xxxxx -
yesonline. . . . . . . . . . . Yes Online Inc. Xxxxx Xxxxxx (000) 000-0000
Customer Contact
------------------------------ ---------------------
029designindex . . . . . . . . Xxx Xxxxxxxx
031nudes . . . . . . . . . . . Xxxx Xxxxxx
1001 Downtown Anywhere . . . . Xxxxx Xxxxxxxxx
1006 InterLink Services Inc. . Xxxxx X Xxxxx
1009 Uk Shopping Center. . . . Xxx Xxxxxx
1019 booksonline . . . . . . . Nicolas Wuorenheimo
1025 GolfWeb . . . . . . . . . Xxxx Xxxxx
1026 Dockside (Xxxxxxx). . . . Xxxx Xxxxxxx
1030 AEN sexnow. . . . . . . . Xxxxx Xxxx
1033 SecurePay . . . . . . . . Xxxx Ciumento
1039 ASCD. . . . . . . . . . . Xxxx Xxxx
1043 Xxxxxxxxxxx . . . . . . . Xxxxx X Xxxxxxx
1044 efy
1051 xxxxxxxxx.xxx . . . . . . Xxxx Xxxxxxx
1052 Nedernet. . . . . . . . . Jan Tetteroo
1053 deadalus. . . . . . . . . Xxxx Xxxxxxxxx
1071 adultwarehouse
1074 xxx.xx. . . . . . . . . . Xxxx X Xxxxxx
xxxxxxxxxxx.xxx
Algosoft AG
xxxxxxxxxx.xxx
xxxxxxxxx.xxx
ask
Astro Cybernetics
axisnet. . . . . . . . . . . . Xxxxx Xxxxxxxx
baskquerts
Bazar Xxxxx Xxxxxxxxx
behome
xxxxxxxxx.xxx
bherman
xxx-xxxxx.xxx Xxxxx
booksnow
xxxxxxx
buyfrom
xxxxxxx.xxx. . . . . . . . . . Xxxx Xxxxxxxxx
xxxxxxxxxx.xxx
catalogmall. . . . . . . . . . Xxx Xxxxxxx
cdmachine
cdt
centralnet . . . . . . . . . . ICE
xxxxxxxxx.xx
xxxxxxxxxx.xxx . . . . . . . . Xxxxx Shimanozosky
chopshop . . . . . . . . . . . Xxxxxx Xxxxxxxxx
Christie Communications
xxx.xxx.xx
xxxxxxxxxxx.xxx. . . . . . . . Dealer: Xxxx Xxxxxxxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
Creative Digital Technology Xxxxxx
csense
xxxx.xxx
xxxxxxxxxxxxx.xxx
cyber one inc. . . . . . . . . Xxx Xxxxxxx
xxxxxxxxxx.xxx.xx
xxxxxxxx.xxx
Xxxxxxx X. XxXxxxxx
DTI
fivecorners. . . . . . . . . . Xxx Xxxxxxxx
xxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxx-xxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxx-xxxxxxxxxxxxx.xxx
xxxxxx.xxx
holy-cow
ibs
ICE. . . . . . . . . . . . . . Xxxx Xxxxxxxx
xxxxxxxxxxx.xxx
xxxxxx
Innervision Technologies Inc.
Innovative Internet Marketing. Xxxx Xxxxxxxx
interactserv
interactworld
Internet Global Development. . Xxxx Xxxxxx
xxxxx.xxx
jimini,com
xxxxxxxx.xxx
xxxxxxx.xxx
levenger
xxxxxxxx.xxx.xx
xxxxxx.xxx
LookSmart. . . . . . . . . . . Xxx Xxxxx
xxxxxxxxxxxxxxxxxxxxx
xxxx00
xxxxxx
medeserv . . . . . . . . . . . Xx. Xxxxxx X. Xxxxx
xxxxxxxxxx.xxx
MensShift Inc
xxxxx-xxxxxxxx.xxx . . . . . . Xxx Xxxxxxx
xxx.xxx Xxxxx Xxxxxxxx
Net Revenues
noname4us
xxxxxxxxxxxxxxxxxxx.xxx
nysemet
oll findamovie
oll icn
oll ie
oll Kodak_flashpix
oll match
oll rentrent
oll supergo
oll tribmedia
oll vibetv
oll warner
onlinelabs
xxxxxxxx.xxx
pangaea
xxx-xxx.xxx
xxxxxxxxxx.xxx
xxx-xxxxxxx.xxx
Xxxxxxxx Internet Consulting . Xxxxxxxx Xxxxxxxx
Xxxxxx and Associates Xxxxxxx Xxxxxx
Pixotna Productions, Inc
planetmall
prisoner
xxxxxxxxxxx.xxx
prospects
xxx.xxx
psychotherapybookclub
xxxxxx.xxx.xxx Xxxx Xxxxxx
xxxxxxxxxxx.xxx
XxxxxxxxXxxxx.xxx, Inc.. . . . Xxxxxx X. Xxxxxxxx
Real Estate Business Techn Xxxxxx Xxxxxxxx
xxxxxxxx.xxx
xxxxxxx.xxx
xxxxxxxxxxx.xxx
Xxxxx Publishing Co. . . . . . Xxxxxxx Xxxxxxxxx
xxxxxxxxxxxx.xxx
sexfilms
sextoylane . . . . . . . . . . Xxxxx Xxxxxx
skypoint
Striker-Systems Xxxxxx Xxxxxx
xxxx.xxx
targetmall
teaselounge
Temelink, Inc
Test Man
The Royal and Ancient Tradi Xxxxx Xxxxxxxx
topp40 . . . . . . . . . . . . Xxxxxx Xxxxxxxxx
toraproductions
TV-Shop Europe AB Xxxxxxx Xxxxxxxxx
Vantage Systems Xxxx Xxxxxx
xxxxxxxxxxxx.xxx
Virtual Personalities, Inc Xxxxx Xxxxxxx
xxxxxxxxxxxxx.xxx
xxxxxxxxx.xxx
vtmall
xxxxxxxxxx.xxx.xx
Websites Plus Xxxxx Xxxxxx
webstar5
xx0000.xxx
worldproducts
xxxxx.xxx
xxxxx.xxx
xxxxx-xxxxx.xxx. . . . . . . . Xxxxxxx X Xxxxx
yesonline. . . . . . . . . . . Xxxxx Xxxxxx
SCHEDULE "E"
LIABILITIES
NAME OF CREDITOR AMOUNT OF OBLIGATIONS DATE OF OBLIGATION
Credit Cards (statements attached):
Web Card (credit card statement attached). $ 5,564 5/27/99
First USA (credit card statement attached) $ 4,838. 6/14/99
Wachovia (credit card statement attached). $ 5,340. 5/03/99
Xxxxx Xxxxxxxxxx (xxxx attached) . . . . . $ 1,220. 1/15/99
Xxxx Xxxxxxxxx (xxxx attached. . . . . . . $ 600 10/23/97
Nathan's Loan (email document attached). . $ 2,500 (1/'95 to 6/99)
Total. . . . . . . . . . . . . . $ 20,062
TRANSACTIONS WEB CARD
Post Date Description Transaction Date Amount
05-27 PAYMENT RECEIVED - THANK YOU 05-27 1,200.00 PY
-------------------------------------------------------------------------------
ACCOUNT SUMMARY
Previous Balance $6,684.00 CUSTOMER SERVICE PHONE NUMBER
-Credits .00 0-000-000-0000
-Payments 1,200.00
+Purchases &
other Charges .00 Account Number 4228 3300 0124 3896
+Cash Advances .00 Conductor ID 559618241247
+FINANCE CHARGE 70.59
+Late Charge .00
=NEW BALANCE $5,564.59
PAYMENT INFORMATION
NEW BALANCE $5,564.59
Credit Line $11,500
Available Credit $00
Minimum Payment $111.00
Payment Due Date 07/05/99
Average ANNUAL Daily Statement Date
Type of Balance Daily PERCENTAGE Periodic 06/19/99
Balance
Purchase $6,064.55 14.65% .0401%* 28 Days in
Cash Advance .00 14.65% .0401% Billing Cycle
-------------------------------------------------------------------------
*Daily Periodic Rate may vary
pd $111.00
6-22-99
#2348
ACCOUNT NUMBER TOTAL CASH ADVANCE AVAILABLE AVAILABLE PORTION
CREDIT LINE CREDIT LINE CREDIT FOR CASH ADVANCES
0000 0000 0000 0000 10,500 5,250 5,661 5,250
CLOSING DATE
06/14/99
CARDMEMBER ACTIVITY SUMMARY
TRANS.. . . . . . . . . . . POST.
DATE. . . . . . . . . . . . DATE REFERENCE NUMBER MERCHANT NAME OR TRANSACTION DESCRIPTION AMOUNT
05/17 . . . . . . . . . . . 05/17 24110204AS663IJ76 ABBA COMPUTERS NEW VIENNA OH 15.95
05/17 . . . . . . . . . . . 05/17 000000000000X0000 JCI*JFAX COM INTERNET 000-000-0000 CA 12.50
05/24 . . . . . . . . . . . 05/24 24110204HS663LOP ABBA COMPUTERS NEW VIENNA OH 71.00
05/24 . . . . . . . . . . . 05/24 74417124HSA67VS1J PAYMENT - THANK YOU 1,000.00CR
06/02 . . . . . . . . . . . 06/02 24445004S4HYTWREE DALCO ELECTRONICS SPRINGBORO OH 175.00
06/10 . . . . . . . . . . . 06/10 2444500524K1MWK0W DALCO ELECTRONICS SPRINGBORO OH 175.00
06/12 . . . . . . . . . . . 06/12 24692165300LX8MKS AOL*ONLINE SERVICE 0000 000 000-0000 VA 21.95
06/13 . . . . . . . . . . . 06/13 24692165400MBFVLY JCI*JFAX COM INTERNET 000-000-0000 CA 12.50
06/14 . . . . . . . . . . . 06/14 PERIODIC RATE *FINANCE CHARGE* 101.32
--------------------------- ----- ------------------------------ ----------------------------------------
PREVIOUS +PURCHASES, FEES +CASH ADVANCES +FINANCE CHARGES
BALANCE AND ADJUSTMENTS
5,252.82 483.90 0.00 101.32 1,000.00 4,838.04
-------- ------ ---- ------ -------- --------
-PAYMENTS AND CREDITS NEW BALANCE
Send payments to FIRST USA XX XXX 000000 XXXXXXX, XX 00000
PERIOD RATE MAY VARY
FINANCE AVERAGE DAILY BALANCE DAILY CORRESPONDING PERIOD
CHARGE CURRENT PREVIOUS PERIODIC ANNUAL FINANCE
SUMMARY CYCLE CYCLE RATE PERCENTAGE CHARGE
RATE
PURCHASES 4,774.81 0.00 06846% 24.99% 101.32
CASH 0.00 0.00 06846% 24.99% 0.00
ANNUAL PERCENTAGE RATE 25.46% TOTAL PERIOD FINANCE CHARGE 101.32
-------------------------------- --------------------------------------
Send account inquiries to: First USA Bank, N.A. X.X. Xxx 0000, Xxxxxxxxxx, XX
00000-0000 First USA Bank, N.A.
+Cash Advance Credit Line is a portion of your total Credit Line.
Member FDIC
See reverse side for important information including notice about annual
renewal.
CARDMEMBERS NEWS
USE THE ENCLOSED CONVENIENCE CHECK TO TRANSFER A BALANCE FROM
A HIGH RATE ACCOUNT, PAY ON A LOAN OR MAKE A PURCHASE
***************************************************************
BE SURE TO LOOK FOR EXCITING FIRST USA CONNECTIONS OFFERS,
YOUR NEWEST FREE CARDMEMBER BENEFIT THAT SAVES YOU MONEY.
TO RECEIVE OUR EXCLUSIVE CARDMEMBER OFFERS AND DISCOUNTS,
REGISTER YOUR EMAIL ADDRESS AT WWW.SPECIALVALUES,COM TODAY!
Please detach here and return top portion with yor payment. Do not staple or
clip your check to the form.
Closing Date Card Number(s) Credit Limit Rate Option Payment Date
05/03/99 0000 0000 0000 0000 11500 RATE MAY VARY 05/30/99
Reference Number Posting Transaction Description Amount
Date Date
-------------------------------------------------------------------------------
-MASTERCARD TRANSACTIONS FOR CARD NUMBER 5467 1002 9563 3690
--------------------------------------------------------------------
BITMOTION SOFTWARE INC
575481429099008443800038 4 09 4 07 TELOAKVILLE 5969 49 95
DALCO ELECTRONICS
588444009110150305306029 4 20 4 19 SPRINGBORO OH 5964 16 84
XXXXX PROGRAM KB/PO
575413099100444444440006 4 26 4 10 HELSINKI 5959 182 53
-----------------------------------------------------------
PAYMENTS, ADJUSTMENTS
AND OTHERS
074327009105745105404897 4 15 4 15 PAYMENT RECEIVED, THANK YOU 300 00CR
* * * * *
NEED CASH! YOU CAN GET CASH AT MOST BANKS BY SIMPLY
PRESENTING YOUR WACHOVIA CREDIT CARD. ASK FOR ANY AMOUNT
UP TO YOUR AVAILABLE CREDIT LINE. IF YOU NEED TO VERIFY
YOUR AVAILABLE CREDIT OR WOULD LIKE TO ORDER A SET OF
PERSONALIZED CHECKS JUST CALL 0-000-000-0000.
* * * * *
TO BETTER SERVE YOU, WE ASK THAT YOU PLEASE INCLUDE
PAYMENTS FOR DIFFERENT ACCOUNTS IN SEPARATE ENVELOPES, AND
DON'T FORGET TO LIST YOUR ACCOUNT NUMBER ON THE FRONT OF
YOUR CHECK.
Account Activity Previous Purchases ITEMIZED FINANCE CHARGES
Summary Balance Advances & Periodic Cash Adv.
Other Charges Rate Charge
Charge
$5356.72 249.32 34.65
Late Payments Credits = New Balance
Charges Balance
300.00 5,340.69
Balance Type Average Monthly Corresp. Periodic
Daily Periodic Annual Rate Charge
Balance Rate Percent. Rate
PURCHASES 3093.82 0.645% 7.75% 19.98
CASH .00 0.645% 7.75% .00
ADVANCES
PROMO 2271.72 0.645% 7.75% 14.67
CHECKS
Amount Past .00
Due
Minimum .00
Payment Due
ANNUAL 07.74
PERCENTAGE
RATE
Days in Billing 32
Cycle
WACHOVIA Please See Reverse For Important Information
Robin's hours
From: Xxxxxx Xxxxxx Wed 2:10 PM
Subject: Robin's hours.
To: xxxx
Xxxx, here are Robin's missing hours.
It comes to $1220.00
Please revise the QB file to reflect this or send an addendum e-mail as
is best for you.
Thanks Xxxxxx
November 30 5 hours
December 1 4 hours
December 2 5 hours
December 3 5 hours
December 4 4 hours
December 8 6 hours
December 9 5 hours
December 10 4 hours
December 11 5 hours
December 14 6 hours
December 15 6 hours
December 18 5 hours
December 22 7 hours
December 23 7 hours
December 28 5 hour
December 29 4 hours
January 5 4 hours
January 6 5 hours
January 7 4 hours
January 8 5 hours
January 11 6 hours
January 12 6 hours
January 13 5 hours
January 15 4 hours
Astro, 03:19 PM 10/2/98, No Subject
From: xxxxx@xxxxxxxx.xxx (Astro)
Date: Fri, 02 oct 1998 15:19:40 GMT
Organization: The Corporation Network Inc.
To: xxxx@xxxxxxx.xxx
Astro-Cybernetics Invoice No: 843
000 X. Xxxxxx Xxx.
Date: 10/23/97
Xxx Xxxxxxx, XX 00000
000-000-0000 Page: 1
-
------------------------------
Sold To: Click Shop Customer No: 43
Seth Phone No: ( ) -
Ship To: Click Shop
-
----------------------------------------------------
Cust. Order #:
Salesperson: Xxxx Xxxxxxxxx
Payment Terms: ON RECEIPT
-
----------------------------------------------------
Product Code Item Description Qty unit Price Amount
WARNER INS. ORACLE CONSULTING 8 75.00 600.00
-
---------------------------------------------------
Sub Total 600.00
Discount 0.00
Tax [8.25%] 0.00
*
-
-----------------------------
Total 600.00
Amount Paid 0.00
Amount Due 600.00
Printed for Xxxx Xxxxxxx
Subject: ClickShop partnerhship loan payable to Xxxx Xxxxxxx
Date: Thu, 01 Jul 1999 16:21:06 - 0700
From: Xxxx Xxxxxxx
Reply-To: xxxx@xxxxxxxxx.xxx
Organization: Xxxx://xxx.xxxxxxxxx.xxx
To: ClickShop Support
Xxxxxx Xxxxxx,
This email is to document the fact that during our partnership you were paid at
least $27,000 more from our ClickShop partnership than was I. This amount will
be entered on my books as a loan from me to you at this time. I will post the
difference (about $2,400) between VirtualSeller's payment of $20,000 and our
outstanding liabilities (credit card debt + accounts payable) against this loan.
--
Xxxx Xxxxxxx
Business Development
Xxxx://Xxx.XxxxxXxxx.Xxx
Renton, Washington, USA
000.000.0000
ICQ 251252
SCHEDULE "F"
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 30th day of June, 1999.
BETWEEN:
XXXXXXXXXXXXXX.XXX, INC., Suite 1000 - 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX
00000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXXX X. XXXXXX, businessman of 00 Xxxxx Xxxx, Xxxx Xxxxx, XX 00000
(hereinafter called "Xxxxxx")
OF THE SECOND PART
WHEREAS:
A. The Company has recently acquired substantially all of the assets of
Clickshop (the "Business"), including certain application software known as the
"GOLDPAINT SHOPPING CART" software and certain operating system software known
as "TAG ACTIVATED MARKUP ENHANCER (TAME)" software (collectively, the "Assets")
and wishes to further develop and market the Asset; and
B. The Company has agreed to employ Xxxxxx and Xxxxxx has agreed to be
employed by the Company on the terms and conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual covenants and agreements herein contained, and the sum of $10 now
paid by the Company to Xxxxxx, the Parties hereto covenant and agree, each with
the other, as follows:
1. TERMS
1.1 The terms used in this Agreement will have the same meaning as
those set out in the asset purchase agreement dated June 30, 1999 among Xxxxxx,
the Company and Xxxx Xxxxxxx (the "Asset Purchase Agreement"), unless otherwise
specified.
2. EMPLOYMENT, TERM AND DUTIES
2.1 The Company hereby employs Xxxxxx to train employees, or other
persons designated by the Company with respect to:
(a) the operation of the Business;
(b) how to support and service existing customers of the Business; and
(c) how to further develop the Assets.
2.2 All such employment will take place in Ohio unless otherwise
directed by the Company.
2.3 The effective date of this Agreement is June 30, 1999 and the
employment of Xxxxxx hereunder shall continue, unless terminated in accordance
with the terms and conditions of this Agreement, for a one year term to June 29,
2000.
2.4 Unless prevented by ill health or other sufficient cause, during
the term of this Agreement, Xxxxxx shall devote the whole of his time and
attention to the business of the Company.
2.5 Xxxxxx shall well and faithfully serve the Company and shall use
his best efforts to promote the interests of the Company.
3. REMUNERATION
3.1 The Company shall pay to Xxxxxx immediately upon the commencement
of employment the sum of ten thousand ($10,000) dollars (the "Advance").
3.2 The remuneration of Xxxxxx shall be sixty thousand ($60,000)
dollars annually (including the Advance), payable monthly on the last day of
each month during the term of this Agreement, commencing July 31, 1999.
3.3 The Company shall deduct from all payments due to Xxxxxx, all
applicable government taxes as required of employers by federal and state
legislation.
3.4 There are no other benefits or compensation payable to Xxxxxx
pursuant to this Agreement.
4. DISCLOSURE OF CONFIDENTIAL INFORMATION
4.1 At all times during and subsequent to the termination of this
Agreement, Xxxxxx will receive and keep in strictest confidence and trust the
Confidential Information. Xxxxxx will take all necessary precautions against
unauthorized disclosure of the Confidential Information and will not directly or
indirectly disclose, allow access to, transmit or transfer the Confidential
Information to any third party and Xxxxxx will not copy or reproduce the
Confidential Information or store the Confidential Information on any form of
media, except as may be reasonably required to perform his duties for the
Company.
5. RESTRICTED USE OF CONFIDENTIAL INFORMATION
5.1 At all times during and subsequent to the termination of this
Agreement, Xxxxxx will not use the Confidential Information in any manner except
as reasonably required to perform his duties for the Company. Without limiting
the foregoing, at all times during and subsequent to the termination of this
Agreement, Xxxxxx will not use or take advantage of the Confidential Information
for the purpose of creating, maintaining or marketing or aiding in the creation,
maintenance or marketing of any product or service which is competitive with any
product or service developed, owned, licensed, sold or marketed by the Company.
5.2 Upon the request of the Company, and in any event upon the
termination of this Agreement, Xxxxxx will immediately return to the Company all
materials, including all copies in whatever form or media, containing the
Confidential Information which are in his possession or under his control.
6. OWNERSHIP OF CONFIDENTIAL INFORMATION
6.1 Xxxxxx will not acquire any right, title or interest in or to the
Confidential Information, all of such right, title and interest being owned by
the Company.
7. NON-COMPETITION
7.1 During Xxxxxx'x employment and for the period of twelve (12) months
immediately following the termination of this Agreement, Xxxxxx will not,
without the prior written approval of the Company, become engaged, directly or
indirectly, as an employee, consultant, contractor, partner, principal, agent,
proprietor, shareholder (other than the holding of shares listed on a public
stock exchange that does not exceed 2% of the outstanding shares so listed),
investor or advisor in a business anywhere else in the world where the Company
markets its products or services that:
(a) develops, markets, sells or licences products competitive with those
products developed, marketed, sold or licensed by the Company; or
(b) that provides consulting, maintenance, support or training services that
are competitive with the consulting, maintenance, support or training services
provided by the Company,
save for in accordance with the terms of the Asset Purchase Agreement.
8. NON-SOLICITATION OF CLIENTS
8.1 While Xxxxxx is employed by the Company and for the period of two
(2) years immediately following the termination of this Agreement, Xxxxxx will
not, directly or indirectly, contact or solicit any clients of the Company for
the purpose of selling or supplying to such clients, any products or services
which are competitive with the products or services developed, marketed, sold or
licensed by the Company at the time of the termination of this Agreement. For
the purpose of this Agreement, clients of the Company means any business or
organization
that:
(a) was a client of the Company at the time of the termination of this
Agreement; or
(b) became a client of the Company within six months after the termination
of this Agreement if Xxxxxx was involved with the marketing effort in respect of
such client prior to the termination of this Agreement.
9. NON-SOLICITATION OF EMPLOYEES AND CONSULTANTS
9.1 While Xxxxxx is employed by the Company and for the period of
twelve (12) months immediately following the termination of this Agreement,
Xxxxxx will not directly or indirectly hire any employees of or consultants or
contractors to the Company, nor will Xxxxxx solicit or induce or attempt to
induce any persons who were employees of or consultants or contractors to the
Company at the time of such termination or during the period of ninety (90) days
immediately preceding such termination, to terminate their employment,
consulting agreement or contract for services with the Company.
10. REASONABLENESS OF NON-COMPETITION AND NON-SOLICITATION
OBLIGATIONS
10.1 Xxxxxx confirms that the obligations in Sections 7, 8 and 9 herein
are fair and reasonable given that, among other reasons the sustained contact
Xxxxxx will have with the employees of the Company and to the Confidential
Information, and Xxxxxx agree that the obligations in Sections 7, 8 and 9,
together with his other obligations under this Agreement are reasonably
necessary for the protection of the Company's proprietary interests.
10.2 Xxxxxx further confirm that the geographic scope of the
obligations in Sections 7, 8 and 9 are reasonable, given the international
nature of the market for the products and services of the Company.
10.3 Xxxxxx also agree that the obligations in Sections 7, 8 and 9 are
in addition to the non-disclosure and other obligations provided elsewhere in
this Agreement.
10.4 Xxxxxx further acknowledge that the fulfilment or enforcement of
his obligations contained in this Agreement will not preclude me from becoming
gainfully directly employed in the computer software industry following
termination of this Agreement, given his general knowledge and experience in
such industry.
11. SEVERABILITY
11.1 If any covenant or provision contained in this Agreement is
determined to be void or unenforceable in whole or in part, it shall not affect
or impair the enforceability or validity of any other covenant or provision of
this Agreement or any part thereof.
12. ASSIGNMENT
12.1 This Agreement will enure to the benefit of and be binding upon
the parties hereto and upon the successors and assigns of the Company. This
Agreement and the rights, duties, responsibilities and obligations of Xxxxxx
hereunder may not be assigned by Xxxxxx. This Agreement may be assigned by the
Company to any other person, firm or corporation without restriction, provided
that any such assignment will be subject to such assignee executing in writing
an agreement acknowledging and accepting the terms, conditions, covenants and
agreements contained herein.
13. FURTHER ASSURANCES
13.1 As and so often as the Company may require, Xxxxxx will, at the
expense of the Company, execute and deliver to the Company all such further
documents, do or cause to be done all such further acts and things, and give all
such further assurances as in the opinion of the Company or its counsel are
necessary or advisable to give full effect to the provisions and intent of this
Agreement.
14. PROPER LAW
14.1 This Agreement will be governed by and construed in accordance
with the law of British Columbia and the parties hereby attorn to the exclusive
jurisdiction of the courts of British Columbia.
15. AMENDMENTS/ALTERATIONS
15.1 Except as herein otherwise provided, no subsequent alteration,
amendment, change, or addition to this Agreement will be binding upon the
parties hereto unless reduced to writing and signed by the parties.
16. INDEPENDENT LEGAL ADVICE
16.1 Xxxxxx has been notified of the advisability of obtaining
independent legal advice and has been given adequate opportunity to obtain such
legal advice prior to executing and delivering this Agreement.
17. NON-WAIVER
17.1 The Company may at any time and from time to time waive in whole
or in part the benefit to it of any provision in this Agreement or any default
by Xxxxxx; but any waiver on any occasion will be deemed not to be a waiver of
that provision thereafter or of any subsequent default or a waiver of any other
provision or default.
IN WITNESS WHEREOF the parties hereto have hereunto placed their hands and seal
or their corporate seal in the presence of their duly authorized officer upon
the day and year first above written.
XXXXXXXXXXXXXX.XXX, INC.
Per: /s/ signed
-----------
Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
XXXXXX X. XXXXXX in the presence of: )
)
)
Signature )
)
Print Name )
)
Address )
)
)
) /s/ Xxxxxx X. Xxxxxx
) -----------------------
Occupation ) XXXXXX X. XXXXXX
SCHEDULE "G"
ASSIGNMENT OF EXISTING CONTRACTS
THIS INSTRUMENT dated for reference the 30th day of June, 1999.
AMONG:
XXXX XXXXXXX, doing business as CLICKSHOP, 00000 XX 000xx Xxxxx Xxxxxx, XX,
00000
(hereinafter called "Xxxxxxx")
AND:
XXXXXX X. XXXXXX, 00 Xxxxx Xxxx, Xxxx Xxxxx, XX, 00000
(herinafter called "Xxxxxx")
(together, the "Assignors")
AND:
XXXXXXXXXXXXXX.XXX, INC., Suite 1000 - 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX,
00000
(the "Assignee")
WITNESSES THAT WHEREAS:
A. By Asset Purchase Agreement (the "Asset Purchase Agreement") dated
for reference June 30, 1999 the Assignors agreed to sell to the Assignee the
business known as Clickshop (the "Business") and, except as expressly excluded
therein, all property and assets of the Business including in particular all
right, title, benefit, and interest which the Assignor is entitled to or
possessed of under all contracts, engagements, and commitments respecting the
Business;
B. The parties wish to enter into this instrument to effect the
conveyance to the Assignee of said right, title, benefit, and interest of the
Vendor under said contracts, engagements, and commitments;
C. Various representations and warranties were made by the Assignors to
the Assignee in the Asset Purchase Agreement respecting the said contracts,
engagements and commitments;
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained, and the sum of ONE DOLLAR ($1.00) and other good
and valuable consideration now paid by the Assignee to the Assignors, the
receipt whereof is hereby acknowledged by the Assignors:
1. The Assignors hereby bargains, sells, assigns, transfers, and sets
over unto the Assignee all right, title, benefit, and interest which the
Assignor is entitled to or possessed of, in, to, or under all contracts,
engagements, and commitments respecting the Business or the Business Assets
including without limitation the Assignor's right, title, benefit, and interest
in respect of the contracts, engagements, and commitments described in Schedule
"B" attached to the Asset Purchase Agreement (which contracts, engagements, and
commitments described in said Schedule are herein called the "Material
Contracts") TO HAVE AND TO HOLD UNTO THE ASSIGNEE FOREVER.
2. The Assignors jointly and severally hereby represent and warrant to
the Assignee:
(a) that each of the Material Contracts is in good standing and in full
force and effect as of the date hereof;
(b) that except as may have been adjusted between the Assignors and the
Assignee in accordance with the Asset Purchase Agreement all payments, expenses
and charges due or to become due under the Material Contracts in respect of any
period prior to June 30,1999 have been paid;
(c) that the Assignors have the right to convey said right, title, benefit,
and interest in the Material Contracts to the Assignee in the manner herein
provided;
(d) that the Assignors has not previously assigned said right, title,
benefit, and interest, and no other person whomsoever is entitled to any claim
or demand in respect of the Material Contracts.
3. The Assignors and the Assignee agree that in respect of any of the
Material Contracts which are not assignable by the terms thereof or in respect
of which any consent or approval is required, the right, title, benefit, and
interest of the Assignors therein will be held by the Assignors in trust for the
Assignee and will be performed by the Assignee in the name of the Assignors
(and, as the case may be, the within assignment will not take effect until such
consent or approval is obtained) but the provisions of Clause 3 hereof will
apply notwithstanding.
4. The Assignors hereby constitutes and appoints the person from time
to time holding the office of secretary of the Assignee as the true and lawful
attorney of the Assignors for and in the name or otherwise on behalf of the
Assignors with full power of substitution to do and execute all acts, deeds,
matters and things whatsoever necessary or desirable to give effect to the
conveyance and assurance to the Assignee of the Material Contracts as herein
contemplated, for the performance by the Assignee of the obligations of the
Assignors under the Material Contracts, and for the assurance to the Assignee of
the full enjoyment of all of the right, title, benefit, and interest of the
Assignors under the Material Contracts in accordance with the intent and meaning
of this Indenture. Said Power of Attorney coupled with the Assignee's interest
will not be revoked by the dissolution of the Assignors or otherwise be
revocable.
5. The Assignors agree that from time to time and at all times
hereafter the Assignors will upon the reasonable request of the Assignee, but at
the expense of the Assignee, make, do, and execute, or cause to be made, done,
and executed all such further acts, deeds, matters, and things to give effect to
the conveyance and assurance unto the Assignee of the Material Contracts as
aforesaid, for the performance by the Assignee as aforesaid, and for the
assurance to the Assignee of the full enjoyment as aforesaid, and will make its
best efforts to procure any consents and approvals required therefore.
6. This Indenture will be read and construed together with the Asset
Purchase Agreement, and the rights and obligations of the parties hereto will be
determined in accordance with the covenants, agreements, conditions,
representations, and warranties made herein and in the Asset Purchase Agreement.
7. All grants, covenants, provisos, agreements, rights, powers,
privileges, and liabilities contained in this Indenture will be read and held as
made by and with, granted to and imposed upon, the respective parties hereto,
and their respective heirs, executors, administrators, successors, and assigns
(as the case may be) as if the words heirs, executors, administrators,
successors, and assigns had been inscribed in all proper and necessary places;
and wherever the singular or masculine pronoun is used, the same will be
construed as meaning the plural or feminine or the body politic or corporate
where the context or the parties hereto require, and where a party is more than
one person, all obligations will be deemed to be joint and several.
IN WITNESS WHEREOF the parties have executed these presents as of the day and
year first above written.
ASSIGNORS:
)
SIGNED, SEALED AND DELIVERED by )
XXXX XXXXXXX in the presence of: )
)
/s/ Xxxxxx Xxxxxxx )
-------------------- )
Signature )
Xxxxxx Xxxxxxx )
---------------------------------- )
Print Name )
00000 XX 000xx Xxxxx )
---------------------------------- )
Address )
Xxxxxx XX 00000 )
---------------------------------- )
)
House Wife ) /s/ Xxxx Xxxxxxx
--------------------------------- ) ------------------
Occupation ) XXXX XXXXXXX
)
SIGNED, SEALED AND DELIVERED by )
XXXXXX X. XXXXXX in the presence of: )
)
)
Signature )
)
Print Name )
)
Address )
)
)
) ------------------
Occupation ) XXXXXX X. XXXXXX
ASSIGNEE:
XXXXXXXXXXXXXX.XXX, INC.
Per: /s/ signed
-----------
Authorized Signatory
SCHEDULE "H"
ASSIGNMENT OF COPYRIGHT
In consideration of the sum of ONE DOLLAR ($1.00) and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the undersigned hereto hereby confirm that they co-authored and
are co-owners of the computer software application programs known as "GOLDPAINT
SHOPPING CART" and the operating system software known as "TAG ACTIVATED MARKUP
ENHANCER (TAME)" dynamic software engine and language interpreter (the
"Software") (of which the first ten and the last ten pages of the source code
are attached hereto) and all intellectual property rights therein (including
those which may give rise to copyright, patent, design, trade-marks, trade
secrets and any other rights recognized by law). We hereby assign all ownership
rights to the Software and all associated intellectual property rights worldwide
to XxxxxxxXxxxxxx.xxx Inc.
The undersigned acknowledge their obligation to assist XxxxxxxXxxxxxx.xxx, Inc.
in obtaining the full enjoyment of such intellectual property rights, including
assisting in the filing and prosecution of applications in the Canadian
Intellectual Property Office, the US Patent and Trademarks Office and other
national and international offices.
The undersigned hereby waive all of their moral rights to the Software (i.e the
right to be known as the author and the right to have their reputation
protected).
XXXX XXXXXXX
/s/ Xxxx Xxxxxxx
------------------
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
-----------------------
SCHEDULE "I"
ASSIGNMENT OF TRADE-MARKS
TRADE-XXXX ASSIGNMENT
The undersigned, XXXX XXXXXXX, doing business as CLICKSHOP, the post
office address of whose principal office or place of business is 00000 XX 000xx
Xxxxx Xxxxxx, XX, 00000, and XXXXXX X. XXXXXX, the post office address of 00
Xxxxx Xxxx, Xxxx Xxxxx, XX, 00000 (collectively, the "Assignors") in
consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, do
hereby sell, assign and transfer to XXXXXXXXXXXXXX.XXX, INC., the full post
office address of whose principal office or place of business is Suite 1000 -
000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX, 00000, all their right, title and
interest in all countries of the world in the following trade-marks:
GOLD PAINT
TAME
and all of the goodwill of the business associated with the said trade-marks
together with all rights of action resulting from any adverse use of the said
trade-marks and the right to claim such relief as is appropriate.
EXECUTED at 1pm 7/21/99 as of the 30th day of June, 1999.
XXXX XXXXXXX, doing business as CLICKSHOP
/s/ Xxxx Xxxxxxx
------------------
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
-----------------------
