PURCHASE AGREEMENT
I. Parties.
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This PURCHASE AGREEMENT is made this 15th day of December, 1998, by and
between Maxnet, Inc., incorporated under the laws of the State of Delaware, the
("Buyer"), and XXX.Xxx, Inc., a corporation organized and existing under the
laws of the State of Florida, the ("Seller").
II. Recitals.
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WHEREAS, Seller is desirous of selling XXX.Xxx, Inc. and certain assets
("Assets") list of which is attached as Attachment #2, to the Buyer upon the
terms and conditions hereinafter set forth in this Purchase Agreement (together
with all Attachments hereto, the "Agreement").
WHEREAS, Seller is the owner of certain internet and internet related
assets including but not limited to the content, logo/internet domains, URLs,
XXX.Xxx, Xxx-Xxxxxx.xxx, its Affiliates, and all similar designations thereto,
certain proprietary internet software, intellectual property, etc. See
Attachment #2; and
WHEREAS, Messrs. X. Xxxxxxxxx and shareholders, affiliates, employees,
agents, (see Attachment #3) are the sole stockholders in XXX.Xxx, Inc. and the
assets as listed on Attachment #2; and
WHEREAS, Messrs. Marsowicz and shareholders wish to sell, transfer and
exchange 100% of their joint and respective rights, title and interest in and to
100% of their shares in XXX.Xxx, Inc. and the assets as listed on Attachment #2
to Buyer; and
WHEREAS, the Board of Directors of XXX.Xxx. Inc and Messrs. Marsowicz
have consented to such sale, transfer and exchange; and
WHEREAS, Buyer desires to purchase 100% of the aforesaid shares of
XXX.Xxx, Inc. and the assets as listed on Attachment #2 for and in consideration
of the Purchase Price referred to below; and
IN CONSIDERATION of the purpose of this Purchase Agreement, all parties
hereby mutually and individually acknowledge and agree to the following.
NOW, THEREFORE, in consolidation of the promises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties mutually
agree as follows.
III. Recitals True and Correct.
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The foregoing recitals are true and correct and are incorporated herein
by reference unless otherwise stated.
The Buyer desires to purchase the Assets owned by Seller free and clear
of all liabilities, obligations, claims, liens or obligations of any kind, on
the terms and conditions hereinafter set forth.
1. Agreement To Sell. All of the SELLER'S PARTIES hereby agree to sell,
transfer and exchange 100% of their joint and respective shares in XXX.Xxx, Inc.
and the assets listed on Attachment #2 to Buyer, said shares to aggregate _____
shares (out of _____ total shares issued and outstanding) of common stock, _____
par value, constituting 100% of the issued and outstanding shares in and to VFN
and Buyer hereby agrees to purchase all of said shares for and in consideration
of the Purchase Price referred to in Paragraph 2 below.
2. Purchase Price. All parties hereby agree that the purchase price for
100% of the XXX.Xxx, Inc. shares referred to in Paragraph 2 shall be $1,000,000,
and the shareholders are willing to accept (Attachment #2) 1,000,000 common
shares of MXNT .0001 par value. The exercise price of the option shall be set at
$25 for a period of 24 months and released as follows 250,000 to be released
upon signing the _____ and XXX.Xxx, Inc. transferring its assets as listed on
the Attachment #2; the next 250,000 to be released in six (6) months after
consummation of the proposed purchase; then twelve months (12), then eighteen
(18) months. Said shares to be distributed to the respective members of the
PARTIES in proportion to their stock ownership in XXX.Xxx, Inc. and the Assets.
The aggregate amount of options to purchase MAXNET common stock referred to
above shall hereinabove and hereinafter be referred to as the "Purchase Price."
3. Closing. Closing of the above referenced transaction shall take
place at __:00 P.M., on December _____, 1998 at the offices of , located at or
at any other ----------------------------- --------------
------------------------------------------- location acceptable by both parties.
IV. Purchase Price.
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Upon the terms, and subject to the conditions set forth in this
Agreement, the purchase price shall be $500,000 in advance for working capital
which is already paid in full by the Buyer in the form of the payment extended
to the Seller on November 19, and December 2, 1998, and to be considered as
payment at the closing of this transaction. The Buyer also shall establish an
escrow account, and deposit 250,000 shares of common stock of Maxnet, Inc., said
shares to be used as incentives for employment with the Buyer. Each employee,
affiliate and/or agent as listed in this Agreement as Attachment #3, of XXX.Xxx,
Inc. shall be dealt with on an individual basis in terms of continuing
employment with the Buyer.
V. Value.
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Seller, on the Closing Date, shall sell, transfer, assign and convey to
the Buyer and the Buyer shall purchase from the Seller all of Seller's right,
title and interest in XXX.Xxx, Inc. and to the Assets upon the terms and
conditions herein set forth. Upon closing, the Seller shall deliver to Buyer the
Assets, duly endorsed for transfer and accompanied by appropriate instruments of
transfer duly endorsed, with appropriate documentary tax and intangible tax
stamps affixed, if any are required, upon delivery to the Seller of the Purchase
Price.
VI. Representation and Warranties of Seller.
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The Seller represents and warrants to the Buyer that:
A. Corporate Standing. Seller owns and will have at Closing a complete
and unrestricted power of authority to sell, assign, transfer and deliver to
Buyer XXX.Xxx, Inc. and the Assets at Closing, and Buyer is so acquiring at
Closing, good, valid and marketable title to XXX.Xxx, Inc. and the Assets, free
and clear of all liabilities, obligations, claims, liens, charges, options and
encumbrances of any kind whatsoever, whether oral or written.
B. Seller's Authority and Consents. The Seller has the right, power,
legal capacity, and authority to enter into this Agreement and perform its
obligations hereunder without obtaining the prior approval or consent of any
person, entity or governmental body.
C. Corporate Standing; Qualifications of Corporation. The Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida with all requisite power and authority to own, lease and
operate its business. The Corporation has all the necessary franchises, permits,
licenses and certificates necessary to conduct its business, without any
violations of the rights of others, and is duly authorized, qualified and
licensed under all laws, regulations, authorizations or orders of public
authorities to carry on such business at the locations and in the manner
customarily conducted.
D. Binding Agreement. This Agreement has been duly executed and
delivered to the Seller, acting pursuant to the direction and authorization of
the Management and Board of Directors of Seller, after full and complete
presentation of this Agreement to Seller's Supervisory Board. Upon execution by
Seller, this Agreement shall constitute the legal, valid and binding obligations
of Seller, enforceable against it in accordance with its terms, except to the
extent limited by applicable bankruptcy, reorganization, insolvency, moratorium
or other similar laws of general application relating to or affecting the
enforcement of creditors' rights, and will not:
(i) Violate any provision of law;
(ii) Conflict with the Certificate of Incorporation or the
Bylaws of the Seller's Corporation; or
(iii) Result in the loss or adverse modification of, the
imposition of sanctions, penalties or fine on, any license, permit, or other
authorization granted to or otherwise held by or for the use of the Corporation
under which the Corporation conducts its business.
E. Capital Stock. The Seller's authorized capital stock consists of
_____ Shares of _____ par value common stock, all of which shares have been
issued and are outstanding, and have been duly authorized, validly issued, fully
paid and nonassessable. There is no security convertible into or exchangeable
for stock of the Corporation nor is there any existing option, warrant, right,
agreement, call or commitment obligations the Corporation to issue of deliver
any additional stock of the Corporation of any class or character. The Seller is
the beneficial and record owner of the Shares.
F. Title to Assets. The Seller owns these Assets free and clear of any
and all liens, pledges, security agreements, equities, options, restrictions,
encumbrances or charges whatsoever. The ownership of the Shares is not subject
to any agreement, trust or adverse claim. The Seller has the lawful, valid,
marketable and indefeasible title to XXX.Xxx, Inc. and the Assets, and has full
right, power and authority, without the prior or subsequent approval of any
person, governmental body or court to sell, transfer, assign and deliver the
XXX.Xxx, Inc. and the Assets as provided in this Agreement, and such delivery
will convey to the Buyer lawful, valid, marketable and indefeasible title to all
of the Assets, free and clear of any trust, liens, claims, charges, pledges,
security interests, options, encumbrances or restrictions of whatever nature.
G. Licensing to carry on Business. In the event that a license is
required to carry on any and all business related to this Agreement, the Seller
shall apply for such license within 10 days of any notification of such
necessity for such license.
H. Subsidiaries, Affiliation, Etc. The Seller does not own, directly or
indirectly, nor is it under any obligation to acquire securities of any
corporation, whether equity or debt, or any interest in a partnership,
association, joint stock company, business trust or other entity. There are no
business operations conducted by the Seller under trade names different from
that of the Seller, XXX.Xxx, Inc.
I. Litigation. There is no suit, action, arbitration, proceeding or
investigation pending or threatened by or against Seller, its business,
properties, assets, licenses, permits or goodwill, or by or against any or the
Seller's officers, directors, employees, affiliates or against or affecting the
transactions contemplated by this Agreement, or pertaining to any labor dispute,
grievance, controversy or strike or organizational claim, before any court or by
any governmental department, bureau, commission, board, agency or
instrumentality, nor does the Seller know of any basis for any such action,
proceeding or investigation. The Seller is not subject to or bound by any order,
writ, injunction, or decree of any federal, state, local or foreign court,
department, agency, or instrumentality. The Seller is not presently engaged in
any legal action to recover moneys due to them or damages sustained by them
which relates to or may affect the business or financial condition of the
Seller.
J. Financial Statements. Seller shall prepare and furnish any and all
financial statements requested by the Buyer within 10 days of such request.
K. Absence of Liabilities. The Buyer desires to purchase the Assets
owned by Seller free and clear of all liabilities, obligations, claims, liens or
obligations of any kind, on the terms and conditions hereinafter set forth.
L. Corporate Documents. Attached hereto are copies of the current
articles, bylaws, and minutes of the VFN Corporation. There are no other
documents which affect the rights of the VFN Corporation or any shareholders
thereof. There is nothing in the articles or bylaws or any other documents which
prohibit the Seller or X. Xxxxxxxxx from entering into this transaction, or
consummating the transactions as contemplated thereby.
M. Binding Contracts. Except as set forth hereto, as of the Closing
Date, the Seller does not have any material contracts, commitments, arrangements
or understandings, and, after the Closing, will not be bound by any material
contract commitment, arrangement or understanding, including but not limited to
employment agreements, employee benefit plans, leases, license, distributor or
supply agreements, or any inter-company agreement, tax allocation agreement with
Seller, or any other related company, or any other material contracts or
agreements whatsoever not otherwise set forth in this Agreement.
N. Property. There is no real or personal property which is owned, of
record or beneficially, by the Seller or which the Seller has agreed to purchase
or sell.
O. Patents, Trademarks, Trade Names, Etc. Except as set forth hereto,
the Seller does not own or possess any license or other rights to use any
patent, trademark, service xxxx, tradename, patent, copyright, trade secret or
other item of industrial or intellectual property belonging to any other person,
corporation or entity not listed in this Agreement.
P. Agents, Power of Attorney. As of the Closing Date, the Seller will
not have any agents, except as required by law, and will have withdrawn the
authority of any agents previously appointed.
Q. Authority, Bank Accounts, Etc. All Authority to Bank Accounts after
this closing shall be arranged by Maxnet, Inc., Corporate headquarters in New
Jersey.
R. Tax Matters. The Seller has duly and properly filed, and/or the
Seller filed on behalf of the VFN Corporation all tax reports and returns
required to be filed by it and has duly and properly paid all taxes and other
charges due or claimed to be due from it by federal, state, local, foreign or
other taxing authorities.
S. Full Disclosure. As of the date of this Agreement, the Seller, and
at the Closing Date will have, disclosed all events, conditions, and facts which
could materially affect the Buyer, its licenses, its financial condition and any
business prospects of the Buyer. The Seller has not now, and will not have at
the Closing Date, withheld knowledge of such events, conditions, and facts which
the Seller knows or has reasonable ground to know may affect the Buyer, its
licenses, its financial condition and any business prospects of the Buyer.
Except as otherwise disclosed pursuant to this Agreement, no representation or
warranty contained herein, or in any of the Attachments or Documents attached
hereto or in the financial statements or in any certificate, statement or
memorandum furnished or to be furnished pursuant to this Agreement, contains or
will contain any untrue or incorrect statement or omits or will omit any fact
without which such representation, warranty statement or certificate would be
misleading.
T. Corporate Documents. The Certificate of Incorporation, all
amendments thereto, By-laws, and all amendments thereto, and all minutes of the
meetings of the Board of Directors and Shareholders of the Corporation are
contained in the Minute Book of the Corporation and are true, correct and
complete.
VII. Representations And Warranties Of The Buyer.
The Buyer represents and warrants to the Seller that the matters set
forth hereafter are true and correct.
A. Organization; Authority. Buyer is a company duly organized, validly
existing and in good standing under the laws of the State of Delaware and will
have at Closing the complete and unrestricted power and authority to execute and
acquire at Closing the Shares of XXX.Xxx, Inc. and Assets in accordance with the
terms hereof, and to perform the transactions contemplated hereby.
B. Buyer's Authority and Consents. The Buyer has the right, power,
legal capacity and authority to enter into this Agreement and perform the
obligations of Buyer hereunder without obtaining the consent of any person,
entity or governmental body.
C. Binding Obligations. This Agreement has been duly executed and
delivered by a duly authorized officer of the Buyer. Upon execution by Buyer,
this Agreement shall constitute the legal, valid and binding obligation of the
Buyer.
VIII. Obligations of the Parties Prior to Closing.
A. Obligations of the Seller prior to Closing.
(i) Access to Records. Etc. During the period from the date of the
Letter of Intent, dated November 11, 1998, until the Closing, the Seller shall
afford the Buyer or its representatives, on reasonable notice, full access to
all assets, properties, books, records, agreements, commitments and personnel
during the normal business hours of the VFN Corporation, to allow them to make
such extracts and copies as they may require and to furnish them with all such
information and documents concerning the affairs of the VFN Corporation as they
may reasonably request.
(ii) Conduct of Business. During the period from the date of the Letter
of Intent until the Closing, except with the prior written consent of the Buyer,
the Seller shall cause the VFN Corporation to comply with all laws material to
the VFN Corporation and its business and all laws of which compliance is
required for the valid consummation of the transactions contemplated hereby.
(iii) Standstill. During the period from the date of the Letter of
Intent until Closing, except with the prior written consent of the Buyer, the
Seller Shall Not cause the VFN Corporation to do any of the acts described in
the following items (1) through (5):
(1) make any change in VFN Corporation's authorized
or issued capital stock, or issue or create any warrants, obligations,
subscriptions, options or any securities convertible into, or any rights to
purchase, any shares or stock of any class;
(2) declare, set aside or pay any dividends or make
any other distribution or payment in respect of VFN Corporation's capital stock,
or directly or indirectly redeem, purchase, or otherwise acquire any of VFN
Corporation's capital stock, or issue, distribute, hypothecate or pledge any
shares of VFN Corporation's capital stock held in its treasury.
(3) mortgage, pledge, or subject to lien or any other
charge or encumbrance the shares;
(4) purchase or otherwise acquire any equity or debt
security or any corporation, entity or otherwise; or
(5) conduct the business in other than a normal and
regular manner.
(iv) Cooperation. Seller shall cooperate with Buyer, and shall
otherwise comply with all reasonable requests for information or documentation
necessary for the consummation of the transactions contemplated hereby.
IX. Conditions Precedent to the Buyer's Obligations.
Notwithstanding the execution and delivery of this Agreement or the
performance of any part hereof, each and every obligation of the Buyer under
this Agreement, whether to be performed prior to or at the Closing, is subject
to the fulfillment of the conditions set forth in each and every paragraph of
this Section unless such fulfillment is waived in whole or in part by the Buyer
in the manner stipulated hereunder.
A. No Material Adverse Changes. Except as otherwise disclosed pursuant
to this Agreement, there shall not have occurred, between the date of execution
of the Letter of Intent and the Closing Date, any material adverse change in VFN
Corporation's condition, financial or otherwise, nor the creation of any
liabilities to the VFN Corporation and the Assets whether or not it is reflected
on the balance sheet as of the Closing Date.
B. Representations and Warranties of the Seller. The presentations and
warranties of the Seller contained in this Agreement and any document given
pursuant hereto shall be true and correct in all material respects on and as of
the Closing Date with the same force and effect as if such representations and
warranties had been made as of the Closing Date.
C. Performance by the Seller. All of the terms, covenants and
conditions of this Agreement to be compiled with and performed by the Seller of
the VFN Corporation on or before the Closing Date shall have been complied with
and performed.
D. Delivery of Corporate Documents, Etc. The Seller shall deliver to
the Buyer at the Closing true and complete copies of VFN Corporation's records
to show ownership of the assets to be sold, including but not limited to payment
receipts, shipping documents, etc.
E. Absence of Litigation. No action, suit or proceeding shall have been
instituted or threatened against Seller or the VFN Corporation prior to the
Closing, the result of which could prevent or make illegal, the consummation of
any part of the transaction contemplated by this Agreement, or which could be
materially adverse to the business of the VFN Corporation.
F. Authority and Consents. All necessary agreements and consents
required of the Seller for the performance of the transactions contemplated by
this Agreement or otherwise pertaining to the matter covered by it shall have
been obtained by the Seller and delivered to Buyer, and shall be in full force
and effect at the Closing.
G. Approval of Documentation. The form and substance of all
certificates, instruments, and other documents delivered to the Buyer under this
Agreement shall be satisfactory in all reasonable respects to the Buyer and its
legal counsel.
X. Conditions Precedent to the Seller's Obligations.
A. Representations and Warranties of the Buyer. The representations and
warranties of the Buyer contained in this Agreement and any document given
pursuant hereto shall be true and correct in all material respects on and as of
the Closing Date with the same force and effect as if such representation and
warranties had been made as of the Closing Date.
B. Performance by the Buyer. All of the terms, covenants and conditions
of this Agreement to be complied with and performed by the Buyer on or before
the Closing Date shall have been complied with and performed.
XI. Closing.
The Closing of the transactions contemplated hereunder shall be
consummated at the offices of
______________________________________________________ on December ___________,
1998. The date of sale and the consummation of transactions contemplated by this
Agreement are, respectively, herein referred to as the "Closing Date" and the
"Closing".
XII. Survival of Representation.
Unless otherwise disclosed at the Closing by the representing or
warranting party, all of the representatives and warranties of Seller and Buyer
shall be true as of the Closing Date and shall survive the Closing of the
transactions contemplated herein, any investigations made, and the delivery of
all required instruments and documents hereunder. The absence of specific
survival language after any specific provision set forth in the representations,
warranties or obligations shall not be deemed or construed to mean that such
representations, warranties or obligations do not survive.
XIII. Indemnification.
Seller hereby agrees to indemnify, defend and hold harmless the Buyer
from and against all demands, claims actions, causes of action, assessments,
losses, damages, liabilities, costs and expenses, including without limitation,
interest, penalties and reasonable attorney fees and expenses asserted against,
resulting to, and imposed upon or incurred by either the VFN Corporation, its
Assets or the Buyer caused by (a) liabilities and obligations of, and claims
against, the VFN Corporation, its Assets (including but not limited to the
payment of taxes, assessment and the like) existing as of the Closing Date or
arising out of facts or circumstances existing on or prior thereto or (b) a
breach of any agreement, covenant, representation of warranty of Seller
(including those on made on behalf of the VFN Corporation), or any facts or
circumstances constitute such a breach. Seller's obligation under this paragraph
shall survive the closing of the transaction contemplated hereunder and the
delivery of all required instruments and documents hereunder.
XIV. Documentation.
The VFN Corporation and each Seller agree to execute and deliver on or
before the Closing hereunder such other instruments, certificates, or documents
which Buyer and/or Buyer's counsel may request as being necessary to carry out
the intentions of this Agreement.
XV. Governing Law.
This Agreement shall be construed and interpreted and the rights
granted herein governed by the provisions of the laws of the State of New
Jersey.
XVI. Notices.
Any notice, request, demand, or other communication to be given
hereunder shall be in writing, and shall be deemed to have been sufficiently
given or served for all purposes if it is sent by Registered or Certified Mail,
Return Receipt Requested, postage prepaid, to the party who is to receive same,
or its or his legal representative, at the address hereinafter set forth or to
such other addresses as may be designated by such party, in writing.
To Seller: Xxxxxxx Xxxxxxxxx
00000 XX 0xx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx, 00000
To Buyer: Xxxxxx Xxxxxxxx, Esq., LLC
000 Xxxxx Xxxxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000
XVII. Waiver and Modification.
No waiver or modification of the Agreement or any covenant or
limitation herein contained, shall be valid unless in writing and duly executed
by the party to be charged, and no evidence of any waiver or modification shall
be offered or received in evidence in any litigation or arbitration between the
parties or any of them, arising out of the Agreement, unless such waiver or
modification is in writing and duly executed, as aforesaid. No waiver of any of
the provisions of this Agreement shall be deemed a waiver of any other
provision, irrespective of similarity or shall constitute a continuing waiver
unless otherwise expressly provided. No failure or delay of the part of any
party exercising any right, power or privilege under any provision of this
Agreement shall operate as a waiver thereof, nor shall a partial or single
exercise thereof preclude any other or further exercise of any other right,
power or privilege.
XVIII. Assignment.
This Agreement may not be assigned by either party without the prior
written consent of the other party, which consent shall not be reasonably
withheld, except that Buyer may assign its rights hereunder to an affiliated
company, upon notice to Seller.
XIX. Entire Agreement.
This Agreement contains the entire agreement among the parties with
respect to the transactions contemplated herein and supersedes all prior
negotiations, agreements, and understandings, if any.
XX. Parties Bound.
The parties hereto acknowledge and agree that the Agreement shall be
binding upon and shall inure to the benefit of their respective heirs,
representatives, and their respective successors and assigns.
XXI. Captions.
The captions contained in the Agreement appear as a matter of
convenience only and shall not be deemed to change the substantive matters
contained within the paragraph.
XXII. Counsel.
The parties represent that each has had an opportunity to have counsel
review the Agreement and neither is relying upon the advice, statements or
comments of counsel for the other.
XXIII. Counterparts.
This Agreement may be executed in several counterparts and all
counterparts duly executed shall constitute one agreement, provided that the
several counterparts together shall have been each executed by Buyer and Seller.
XXIV. Parties in Interest.
Nothing in this Agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this Agreement on any person
other than the parties hereto and their respective permitted successors and
assigns, nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third person to any party to this Agreement; nor
shall any provision hereof give any third person any right of subrogation or
action over or against any party to this Agreement.
XXV. Severability.
In the event any one or more of the provisions contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby, and
this Agreement shall be interpreted and construed as if such provision, to the
extent the same shall have been held invalid, illegal, or unenforceable, had
never been contained herein.
IN WITNESS WHEREOF, the parties have set their hands and seals on the
date before written.
SELLER:
VFN, Com., Inc.
By:________________________________________
Xxxxxxx Xxxxxxxxx, President
BUYER:
Maxnet, Inc.
By:________________________________________
Xxxxx Xxx, President and CEO
ATTACHMENT #2;
List of Assets - xxx.xxx, Affiliates, Hardware, Software, etc.
Domains:
Hosted Sites Pointed to xxx.xxx
xxx.xxx xxxxxx0.xxx
xxxxxxxxx.xxx xxxxxx0.xxx
xxxxxx0.xxx xxxxxxxxx.xxx
xxxxxxxxx.xxx xxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx xxxxxxxxxx.xxx
xxx.xxx is currently negotiating with site-promotions 1,000,000 impressions per
week. The aggregate total of impressions delivered from xxx.xxx, it's mirrors,
it's affiliates, and it's promotional relationships through use of video and
audio is currently delivering approximately 50,000 unique visitors a month in
audio and video streaming, resulting in more than 500,000 impressions per month.
xxx.xxx is currently negotiating with partners and affiliates four (4) inline
commercials per hour to more than 1300 unique new shows.
xxx.xxx currently delivers commercial advertisement for major companies for use
in their own shows as well as run more than 10,000 impressions per week.
xxx.xxx has access to these shows to insert its affiliates' commercials. xxx.xxx
currently with site-promotions and more than 200 co-branding affiliates runs the
tell-a-friend program which results in approximately five to ten thousand unique
visitors per day on the Java Scripts running.
xxx.xxx accumulates the user preferences and subscription base through this
tool. xxx.xxx and its developer sector have created a following amongst the
webmaster and web-developer community.
This relationship results in xxx.xxx realizing hundreds of thousands of
impressions both within its network and the link to many other developers
sectors as a standard. xxx.xxx and its unique reputation amongst the developer
community has allowed xxx.xxx to capture a very good subscription base which
will be utilized to offer marketing relationships to this list.
xxx.xxx's developer sector contains relationships with Net Objects and IBM
Company, and beta testing relationships with Microsoft. These tool relationships
allow xxx.xxx and Xxxxxxx Xxxxxxxxx an inside tract to many new offerings of
these companies. xxx.xxx currently participates in many Internet Legislative
bodies and news Communities. xxx.xxx currently has a unique developer following
and newsletter subscription. xxx.xxx maintains a subscription list of thousands
of web-developers and e-commerce marketers. xxx.xxx has a premium subscription
list to more than 350 of the internets top developers.
xxx.xxx has a gallery expanding both within it's own website, it's additional
URL's, it's affiliates and it's marketing relationships of more than 500 unique
images, video and audio segments and animated and multimedia components.
xxx.xxx and xxxxxxxxx.xxx work in conjunction to offer e-commerce and marketing
solutions. xxx.xxx through the use of its marketing relationships has access to
over 15,000,000 impressions per week through its unique relationships with
site-promotions.
xxxxxxxxx.xxx, a news and e-commerce portal will offer to vfn's subscription
base, marketing relationships and affiliations will sell into these channels.
xxxxxxxxx.xxx with its Portal to all Portals approach will allow major search
engines, news resources, financial and industry news, as a business area for
sites, companies and relationships to take place.
xxxxxxxxx.xxx is currently negotiating placement of its resources to other
partners.
xxxxxxxxx.xxx has the following:
1) portal area of news gathering resources
2) portal area for financial Industry Information
3) portal area for Business News
4) portal area for Money Management
5) Has Begun Establishing Marketing relationships with many
portal areas and search engines.
Furthermore,
A) Developers Section Containing:
1) Tools relationships with IBM, Net Objects, etc.
2) 300 Videos
3) 500 Audio Segments
4) Gallery of over 500 GIF's & JPEG's
5) Downloads/Flash, Real Player, Audios, Videos, etc.
B) News Resource
1) Portal area of News Gathering Resources
2) Portal area for Financial Industry Information
3) Portal area for Business News
4) Portal area for Money Management
C) Site Promotion and Traffic Generation
1) Access to over 15,000,000 impressions per week
2) Tell-A-Friend site generation program currently running on 30 sites
3) Button and Banner Rotation/Creative Inclusive 4) Web Design and
Placement into Portal Area E-Commerce Portal
1) Design Marketing Plan to attract traffic and convert into sales
Additionally,
Attachment #3
List of XXX.xxx, Shareholders, Employees, Affiliates, Agents, etc.
1) Xxxxxxx Xxxxxxxxx
2) Xxxxx Xxxxx
3) Xxxxxx Xxxxx
4) Xxxxx Xxxxxx
