JOINT VENTURE AGREEMENT
This Joint Venture Agreement (the "Agreement") is entered
into this 26th day of February, 1999 by and between Xxxxx Xxxxxxxx
Entertainment, Inc., a Colorado corporation ("JNE") and Xxxxx
Xxxxxxxx, an individual ("Claverie"). JNE and Claverie shall be
collectively referred to herein as the parties.
RECITALS
WHEREAS, JNE is the owner of 100% of the outstanding common
stock of AMS Acquisition Corp., a Nevada corporation ("AMS"),
consisting of 100,000 shares;
WHEREAS, JNE and Claverie desire to jointly own and operate a
venture which will own and operate an Internet-based infomercial web
site (the "Business").
NOW, THEREFORE, for good and adequate consideration, the
receipt of which is hereby acknowledged, the parties hereby agree as
follows:
1. Ownership. JNE will transfer to Claverie 25,000 shares of
AMS common stock. In addition, JNE will grant to Claverie
warrants to acquire an additional 26,000 shares of AMS common
stock at a price of $1.00 per share, said warrants to be
exercisable during the thirty (30) days following the end of
the first profitable quarter of operations, as determined in
accordance with generally accepted accounting principles, but
in no event later than twelve (12) months from the date
hereof. Profitability calculations shall include salary
and/or wages paid to Claverie and others. In the event that
profits are distributed or losses allocated from the Company,
they shall be distributed or allocated pro-rata in accordance
with each parties stock ownership during the relevant period.
2. Transfer of Assets. JNE will fund AMS with the sum of
$25,000 within three (3) business days of execution of this
Agreement which shall be used for working capital purposes.
Claverie will transfer to AMS all equipment, intellectual
property, technology, etc. associated with the Business.
3. Name Change. The parties hereby agree to change the name of
the company from AMS Acquisition Corp., a Nevada corporation,
to Go Xx-xxxx.xxx, Inc. within thirty (30) days of the
execution of this Agreement.
4. Officers and Directors. Xxxxx Xxxxxxxx will be President of
the Business and Xxxxxx Xxxxxxxx will be the Chief Executive
Officer, Secretary and Treasurer all to serve at the
direction of the Board of Directors. Both Xxxxx Xxxxxxxx and
Xxxxxx Xxxxxxxx will be directors to serve at the discretion
of the shareholders. The parties agree to use mutual best
efforts to identify a third party to serve on the board of
directors.
5. Nondisclosure. Each party hereto agrees to keep the terms of
this Agreement and the transactions contemplated hereby as
confidential and shall not disclose such information to any
third party, other than professional advisors utilized to
negotiate and consummate the
transactions contemplated hereby. The parties hereto agree that
in the event there is a breach of the foregoing confidentiality
provision, the damage to the parties hereto would be difficult to
estimate and as a result, in the event of such a breach, the
non-breaching party, in addition to any and all other
remedies allowed by law, would be entitled to injunctive
relief enjoining the actions of the breaching party.
6. Representations and Warranties.
Each party hereby represents, warrants and covenants as follows:
a. When executed and delivered, the terms hereof shall
constitute a valid and legally binding agreement
enforceable in accordance with its terms, except as
may be limited by bankruptcy, insolvency or other
laws affecting generally the enforceability of
creditors rights and by limitations on the
availability of equitable remedies.
b. Neither the execution and delivery of this Agreement
nor the consummation or performance of the
transactions contemplated herein will violate any
law, rule, regulation, writ, judgment, injunction,
decree, determination, or other order of any court,
government or governmental agency or instrumentality,
domestic or foreign, or conflict with or result in
any breach of any of the terms of or the creation or
imposition of any mortgage, deed of trust, pledge,
lien, security interest or other charge or
encumbrance of any nature pursuant to the terms of
any contract or agreement.
7. Severability. If any portion of this Agreement is found by a
court of competent jurisdiction to be void or unenforceable,
that portion shall be deemed to be reformed to the extent
necessary to cause such portion to be enforceable and the
same shall not affect the remainder of this Agreement, which
shall be given full force and effect without regard to the
invalid or unenforceable portions.
8. Entire Agreement. This Agreement, which may be signed in
duplicate or counterparts, replaces and supersedes all
previous Agreements between the parties hereto, and contains
the entire understanding between the parties, and may not be
changed, altered, amended, or modified, except in writing,
duly executed by each of the parties.
9. Assignment. This Agreement may not be assigned or
transferred by either party hereto without the prior written
consent of all other parties hereto.
10. Notices. All notices, requests, instruments or documents
hereunder shall be in writing and delivered personally or
sent by registered or certified mail, postage prepaid, or by
facsimile transmission, telegraphic or similar conveyance:
If to JNE:
Xxxxxx Xxxxxxxx
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
If to Claverie:
Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
If delivered personally, the date on which a notice, request,
instruction or document is delivered shall be the date on
which delivery is made, and, if delivered by mail, the date
on which such notice, request, instruction or document is
deposited in the mail shall be the date of delivery. Each
notice, request, instruction or document shall bear the date
on which it is delivered.
11. Governing Law. This Agreement shall be governed by the laws
of the State of California, United States of America.
12. Attorney's Fees. Should any action be commenced between the
parties to this Agreement concerning the matters set forth in
this Agreement or the rights and duties of either in relation
thereto, the prevailing party in such action shall be
entitled, in addition to such other relief as may be granted,
to a reasonable sum as and for its Attorney's Fees and Costs.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
written above.
XXXXX XXXXXXXX ENTERTAINMENT, INC.
/s/Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
/s/Xxxxxx Xxxxxxxx
By: Xxxxxx Xxxxxxxx
Its: Chairman
