Exhibit 10.14
Heads of Agreement
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XxxxxXxxx.Xxx Networks Inc. / I.T. Technology, Inc.
1. XxxxxXxxx.Xxx Networks, Inc. ("VDOME") agrees to sell and I.T.
Technology, Inc. ("IT") agrees to buy the Business and "Business
Assets" of VDOME as defined below:
"Business" shall mean the business carried on by and under the name of VDOME. "
Business Assets" shall mean the following assets used in the Business which are
the assets sold by VDOME to IT under this Agreement:
(a) the Assets including but not limited to the "Assigned
Assets" as listed in Schedule 1 attached;
(b) the Business Names;
(c) The Business Records;
(d) the Goodwill;
(e) the Intellectual Property Rights;
(f) the Plant and Equipment;
(g) the Property Leases;
(h) the Clients;
(i) the SalesForce Database
(j) Domain Names
(k) Trademarks and patents
hereafter referred to as the ("Business Assets")
2. Upon the consummation of a formal agreement, IT will issue a total of
either 20,000,000 shares of $0.0002 par value restricted common stock
or options to acquire 20,000,000 shares of $0.0002 par value restricted
common stock in IT in consideration for the Business and Business
Assets and the shares shall be isuued as follows:
(i) IT will issue to XxxxxXxxx.Xxx Networks, Inc. ("VDOME") or its
designated nominee either 19,200,000 shares of $0.0002 par
value restricted common stock or options to acquire 19,200,000
shares of $0.0002 par value restricted common stock in IT in
consideration for the Business and Business Assets.
(ii) IT will issue to Xxxx Xxxxx 800,000 shares of $0.0002 par
value restricted common stock in IT in consideration for the
4% pursuant to Clause 7 entitled "Xxxx Arial Compensation" of
the July 2, 2001 Shareholder's Agreement between IT's wholly
owned subsidiary Bickhams Media, Inc. ("BM") and VDOME.
3. IT will organize the surrender and cancellation by BM of its entire
equity interest in VDOME, such that the remaining corporate entity of
VDOME, to the exclusion of the actual name, shall be wholly owned by
Xxxxxx Xxxxxxxxx or his nominee. IE - the corporate shell previously
known as VDOME, shall revert to back to Xxxxxx Xxxxxxxxx or his
nominee.
4. IT agrees to assume the outstanding debt payable to Sunswipe
Australasia Pty Ltd ("Sunswipe"), pursuant to the Loan Agreement dated
January 4, 2001 between VDOME and Sunswipe and shall hold harmless
VDOME and its officers Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxx.
5. Xxxxxx Xxxxxxxxx shall enter into a 3 year employment agreement with IT
on terms and conditions to be determined in a formal agreement, to
become the Chief Technology Officer of IT. Until such time as a formal
agreement is prepared, IT will commence paying a salary of $4000 as of
November 1, 2001 which shall be reviewed from time to time.
6. Xxxxxx Xxxxxxxxx agrees that all previous amounts of accrued salary and
compensation previously deemed outstanding pursuant to clause 10,
entitled "Accrued Salary" of that Shareholder's Agreement of July 2,
2001 between BM and VDOME shall no longer be payable or of any force or
effect.
7. Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxx agree, that all previous share
options in IT granted to both Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxx
pursuant to that Shareholder's Agreement of July 2, 2001 shall
terminate and no longer be of any force or effect.
8. VDOME agrees to sell and IT agrees to buy the Business and the Business
Assets for the purchase price as described in Clause 2 above, free of
any mortgage, lien, charge, pledge, claim, covenant, or other
encumbrance granted by VDOME or any other party, with the exception of
the outstanding debt payable to Sunswipe, as mentioned in clause 4
above and with the exception of the current proceedings between Xxx
Xxxxxxx vs. VDOME.
9. VDOME agrees to use all reasonable endeavours to achieve the transfer
of the Business Assets and any business records, documents and
information as soon as practically possible not currently in the
possession of IT.
10. It is understood that in the event that IT or its successor entity
shall cease to exist and operate within 24 months from the date of this
Agreement, the source code for the VDOME "Media Manager" product will
revert back to Xxxxxx Xxxxxxxxx with the rights to further develop and
the rights for future sale.
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11. Upon completion of the formal agreement, Xxxxxx Xxxxxxxxx will be
invited to become a member of the IT board of Directors.
12. VDOME agrees that upon completion of this term sheet, a formal
agreement will be prepared between the parties with standard
representations and warranties.
13. VDOME agrees that this Head of Agreement shall be subject to the
approval of the Board of Directors of IT.
Dated this 25TH day of October, 2001
Agreed to and accepted by:
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Chief Executive Officer
XxxxxXxxx.Xxx Networks, Inc.
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
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SCHEDULE 1
Assigned Assets
The Assigned Assets, as defined and described in Section 1 of the Term Sheet,
include, but are not limited to, the following items:
1. Names, trademarks, service marks. Logos, or other branding devices, and
federal registrations therefore, which the Company is currently using
or intends to use in the course of business. Including, without
limitation. "XxxxxXxxx.Xxx" and "XxxxxXxxx.Xxx,Networks,Inc" and
derivations thereof.
2. Domain names which the Company is currently using or intends to use in
the course of business, including without limitation, xxx.xxxxxxxxx.xxx
3. All designs, software, presentations, demonstration, source code,
inventions, software architecture specifications, and provisional
patent applications related to the business of the Company, including
without limitation, the entertainment website creation and hosting
function, the technology underlying the entertainment website creation
and hosting function, the management of information gathered through
the use of the entertainment website creation and hosting function, the
organization of such information in a database format, the product
portal, and the dynamic creation of web pages providing organized
access to information from the database (collectively "Company
Technology")
4. All confidential information related to the business of the Company,
including methods of promoting the use of Company Technology, strategic
partners and alliances for furthering the adoption of Company
Technology, future functions or features of Company Technology, revenue
projections, market research, business models, methods of exploiting
Company Technology, business plans, and business development
strategies.
