EXHIBIT 10.8 AGREEMENT BETWEEN XXXXXXXX DIGICOM AND INFINITE NETWORKS
CORPORATION
THIS AGREEMENT is made and entered into by and between Xxxxxxxx Digicom, Inc.
(hereinafter "XXXX"), a California Corporation, with it's operation offices at
3505 Cadillac, Xxxxx 0-000X Xxxxx Xxxx, XX 00000 and Infinite Networks
Corporation (hereinafter "INC") whose address is 000 Xxxxxxxxxxxx Xxxxx,
Xxxxxxx-xx-xxx-Xxx, XX 00000 .
WHEREAS, the Parties intent to enter into an agreement and wish to engage in
the communications industry and XXXX intents to purchase communications
equipment as per exhibit A attached, that is presently owned by INC and has
clean clear title of all liens and encumbrances, except pending storage fees;
and
WHEREAS, the Parties intent that XXXX will acquire equipment in a direct stock
exchange;
NOWTHEREFORE, in consideration of the mutual promises and covenants exchange
herein and other good valuable consideration the receipt and sufficiency of
which is hereby acknowledged, XXXX and INC agree as follows:
The primary purpose of INC shall be to provide communications equipment for
XXXX and additional management support aforementioned projects.
There shall be four (4) directors appointed to the Board. Two (2) Directors
shall be appointed by INC and two (2) shall be appointed by XXXX. XXXX also
hereby agrees to elect Xxxxxxx Xxxxxxx to the Board and execute an employment
contract for Xxxx X. Xxxx, naming him President and Director of XXXX
simultaneous with this agreement.
This transaction is intended to be a tax-free exchange.
INC is the owner of the assets listed as exhibit A attached hereto, and have
understood that ownership of these assets are being transferred to XXXX in this
transaction for a price of $7,400,000 in XXXX common stock at a strike price of
$1.00 per share. It is further understood that INC or as they nominate will
receive post split 7,400,000 shares of 144 restricted common class A voting
shares of XXXX, the public company in exchange for the communications equipment
as shown in exhibit A.
The parties hereby represent and warrant that the Directors to be appointed to
the Board have not:
been convicted of securities fraud, mail fraud, tax fraud, embezzlement,
bribery, or similar criminal offense involving moral turpitude or the
misappropriation of funds, not are they the subject of any pending
investigation involving any of these offenses;
been the subject of a temporary or permanent injunction or restraining order
arising from unlawful transactions in securities, whether as an issuer,
underwriter, broker, dealer, or investment advisor, or is subject to a pending
lawsuit arising, or based upon, allegations of unlawful transactions in
securities;
been the defendant in a civil action which has resulted in a final judgment
against him or her awarding damages or recision based unlawful transactions in
securities;
been the general partner, corporate officer or director of any entity of
which a petition under federal bankruptcy laws or state insolvency laws has
been filed by or against that entity, or had a receiver, fiscal agent or
similar offer appointed be a court of competent jurisdiction for his or her
business or property.
The Parties shall each make available to each other, and their respective
officers, directors, attorneys, representatives and accountants, such
documents, reports, and other information as may be reasonably requested to
consummate the several transactions contemplated herein. Any information
received by or on behalf of any investigating party shall be deemed
confidential information in accordance with the provision of the following
paragraph.
Each of the Parties hereto shall, and shall cause their respective officers,
directors, attorneys, representatives, employees, shareholders, affiliates and
agents, to keep confidential as proprietary and privileged information, the
negotiations of the Parties respecting the consummation of the transaction
contemplated hereby, and any other item which may be expressly identified or
noticed as confidential. Notwithstanding the confidential information in order
to proceed with the transaction contemplated hereby.
The foregoing Agreement is the entire agreement of the Parties with respect
to the subject matter hereof, superseding any previous oral or written
communications, representations, understandings or agreements, this Agreement
may be modified only by a writing signed by all parties to this agreement.
The Parties represent and warrant that they have the requisite power and
authority to enter into the definitive agreements contemplated by this
Agreement and that engagement of this agreement will not violate any of the
respective Parties' by-laws, articles of incorporation, or the terms of any
contract, indenture or mortgage to which any of the Parties is subject to.
The Parties hereby state that they, having the benefit of legal counsel,
fully understand the terms and conditions of this Agreement.
Should any part, term or provision of this Agreement, except material breach
items be determined by any tribunal, court or arbitrator to be illegal or
invalid, the invalid, the validity of the remaining parts, terms or provision
shall not be affected thereby, and the illegal or invalid part, term or
provision shall be deemed not to be part of this agreement.
The parties agree that the failure of a Party at any time to require
performance of any provision of this Agreement shall not affect, diminish,
obviate or void in any way the Parties' full right or ability to require
performance of the same or any other provision of this Agreement at anytime
thereafter.
The parties agree that this Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
This contract shall be reconciled the within a one year time frame to
properly reflect either the final book value as accepted by the SEC, the
selling price of equipment if sold to third party or value of equipment as
stated in this agreement if implemented into the company's network. 144 stock
shall be issued to INC upon the execution of this agreement as per paragraph 4
an reconciled within one year before converted to free trading stock.
The Agreement shall be governed by the laws of the State of California and
shall effect as a sealed instrument.
WHEREAS, the Parties have read the above agreement and attest that they fully
understood and knowingly accept its provisions in their entirety without
reservation.
/s/XXXXX X. XXXXX
XXXXX X. XXXXX
Xxxxxxxx Digicom, Inc.
/s/XXXXXXX XXXXXXX
Xxxxxxx Xxxxxxx
INC, Inc.
October 16, 1988
