EXHIBIT 10.11
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (this "AGREEMENT") is dated as of February
25th, 1999 by and between JENCOM DIGITAL TECHNOLOGIES, LLC, a Delaware Limited
Liability Company ("JDT") and WORLDWIDE WEB NETWORX CORPORATION, a Delaware
corporation ("WWWX OR PURCHASER").
RECITALS
A. JDT has developed, among other things, certain Internet software for
camera movement and adjustment from a remote location; XXXXX; Power Broker and
True Sound (further described in Exhibit A and"Assets", as further defined on
schedule 1.1 below), and has been engaged among other things, in the business
("Business") of developing and marketing these Internet softwares.
B. Purchaser desires to acquire a 50% membership interest in the Assets
and Business, which for ease of reference herein shall be collectively referred
to as the "Assets", on the terms and subject to the conditions set forth herein.
Upon consummation of the transactions described by this Agreement,
it is the intent of the parties that Purchaser shall have acquired all of the
right, title and interest in and to 50% of all of the Assets including its pro
rata share in the use and sale of the Assets.
C. Upon signing of this Agreement, an individual or entity identified
by JDT shall pay to WWWX three million ($3,000,000) dollars for 2,000,000
restricted shares of WWWX common stock, and WWWX agrees to use its best efforts
to register these shares so that six months after date of delivery these shares
are no longer restricted. Of the $3 million received by WWWX, it will contribute
$900,000 to JDT (which will be responsible for the development and marketing of
the Assets) within five (5) days of the date hereof for the further development
of the Assets.
D. D.H. Xxxxx Investment Group Corp. agrees to use its best efforts to
arrange for the investment of $9 million (Nine Million Dollars) for 6 million
restricted shares of the common stock of WWWX at a price of $1.50 per share
within a 3 to 4 week period after closing of the transactions described in this
Agreement, on the same terms and conditions as the original 2,000,000 shares
described in the preceding paragraph C.
NOW, THEREFORE, in consideration of the mutual covenants herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound hereby, the parties agree
as follows:
SECTION 1. PURCHASE AND SALE
1.1 AGREEMENT TO SELL. JDT shall sell, grant, convey, transfer, assign
and deliver to Purchaser, upon the terms and subject to the conditions of the
Agreement, a 50% membership interest in the Assets described in Schedule 1.1
hereto, free and clear of all liens, encumbrances and charges of any kind. As
used herein, the " Assets" shall include all of JDT's right, title and interest
in an to the Assets, whether tangible, intangible, real, personal or mixed,
wherever located, and all equipment, inventories, accounts receivable, trade
secrets, customer lists, goodwill, intellectual property, contracts, books and
records, telephone numbers, licenses, permits, software, hardware and disks,
data files (whether on disks or other media), logos, trademarks, tradenames,
marketing materials, technology and technical know-how relating thereto.
1.2 PURCHASE AND SALE. At the Closing, JDT shall deliver a Xxxx of Sale
for the membership interest and Assets, and WWWX shall deliver the Purchase
Price as defined herein.
SECTION 2. PURCHASE PRICE; NO ASSUMPTION OF LIABILITIES
2.1 PURCHASE PRICE. The purchase price for the Assets set forth below
(the "Purchase Price") shall be as follows:
(a) WWWX shall issue and deliver to JDT two million (2,000,000)
restricted, fully paid and non-assessable shares of the common stock of WWWX
(the "WWWX Stock"), which shares are being issued in accordance with all
applicable Federal and State securities laws, regulations and restrictions, and
shall bear a restrictive legend restricting their transferability in accordance
with the terms.
(b) As additional consideration hereunder, WWWX shall issue three
million (3,000,000) additional restricted shares of WWWX common stock to JDT
immediately upon the earliest to occur of: (i) a bona fide, independent,
mutually agreeable qualified third party valuation of $30,000,000 for the
Assets, or (ii) the Assets produce an aggregate of $2,000,000 profit before
taxes during an 18 month period or (iii) a US Patent issued in the next 12
months for the ICUC product.
2.2 NO ASSUMPTION OF LIABILITIES. WWWX is not assuming or agreeing to
pay or discharge any of the liabilities and obligations of JDT in existence
prior to the date hereof, whether or not associated with or arising out of the
Business, and nothing in this Agreement or otherwise shall be construed to the
contrary. All such liabilities and obligations, whether known or unknown, direct
or contingent, in litigation or threatened or not yet asserted with respect to
any aspect of the Business or otherwise are an shall remain the responsibility
of JDT. Without limiting the generality of the foregoing, JDT shall remain
specifically responsible for (a) any liabilities with respect to any federal,
state, local or foreign income, franchise or other tax, fine, interest and/or
penalty accrued prior to the date hereof, (b) any obligation for any employee
grievance pending at the Closing Date, the date of execution of the Agreement,
or accruing prior to the Closing Date, (c) any obligation with respect to any
litigation accruing or arising prior to the Closing Date, and (d) any
obligations for trade accounts payable owed on the Closing Date. Further, in no
event shall WWWX or Purchaser assume or incur any liability or obligation with
respect to any income or
other tax payable by JDT incident to or arising as a consequence of the
consummation by JDT of this Agreement or any cost or expense incurred by JDT
incident to or arising as a consequence of such consummation of the negotiations
in connection with this Agreement.
SECTION 3. CLOSING; TRANSFER PROCEDURES
3.1 CLOSING. The closing of the sale and purchase of the Assets (the
"CLOSING") shall be held at 5:00pm, local time, on the date hereof, which is,
February 26, 1999 (the "CLOSING DATE"), or on such other date and at such other
time or place as the parties may agree in writing.
3.2 TRANSFER OF THE ASSETS. At the Closing, JDT shall deliver to WWWX
such bills of sale, endorsements, assignments and instruments of conveyance and
transfer, in form and substance reasonably satisfactory to WWWX, as shall be
reasonably required to vest in Purchaser all of JDT's right, title and interest
in and to the Assets free and clear of all liens and encumbrances as provided in
Section 3.4.
3.3 PURCHASE PRICE. At or within five (5) business days after the
Closing. WWWX shall issue and deliver to JDT the WWWX Stock, in accordance with
Section 2 hereof.
3.4 NO RELEASE OF LIENS NECESSARY. JDT represents and warrants that
there are no liens on the Assets and that accordingly, no release of lien is
necessary.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF JDT
JDT hereby represents and warrants to WWWX, intending for WWWX to rely
hereon, as follows:
4.1 ORGANIZATION AND GOOD STANDING. JDT is a Limited Liability Company
duly
organized, validly existing and in good standing under the laws of the State of
Delaware. There are no outstanding options or rights to purchase or otherwise
acquire any interest in JDT of any kink or character, or any rights or interests
convertible into or exchangeable for, or otherwise entitling anyone to acquire
any such interest JTD has the authority to execute, deliver and perform by all
requisite corporate actions the transaction described herein.
4.2 TITLE TO JDT ASSETS. JDT owns, and has good marketable title to, or
has valid licenses to manufacture, use, and sell all of the Assets, including
without limitation its software and all related technical information and other
intellectual property rights necessary to the conduct of the Business
(collectively, the "TECHNOLOGY"), free and clear of all liens, pledges,
mortgages, security interests, conditional sales contracts or other encumbrances
or conflicting claims of any nature whatsoever. In particular, and not in
limitation of the foregoing:
(a) the Technology does not and will not contain any "backdoor" or
concealed access or any "software locks" or any similar devices which, upon the
occurrence of a certain event, the passage of a certain amount of time, or the
taking of any action (or the failure to take any action) by or on behalf of JDT
or others, will cause the Technology to be destroyed, erased, damaged or
otherwise made inoperable;
(b) the Technology is owned by JDT exclusively and to JTD's best
knowledge, without infringing upon, or misusing, misappropriating or otherwise
acting adversely to, the right or the claimed right of any person or entity
under or with respect to the Technology or any part thereof;
(c) JDT has not received any notice of any claim of infringement or
violation of any third party's copyrights, patents, trade secrets, trademarks or
other proprietary rights relating to the Technology nor, to the knowledge of
JDT, does any basis for any such claim of right or interest in the Technology or
otherwise adverse to JDT's unqualified right to exclusively own and fully
utilize the Technology exist;
(d) There are no pending, to JDT's knowledge, or threatened suits,
legal proceedings,
claims or governmental investigations against or with respect to the Technology
or any component thereof;
(e) there are no licenses, assignments, instruments of transfer,
pledges, encumbrances or agreements that are currently outstanding or in effect
whereby any interest in or to the Technology has been licensed, assigned,
transferred, pledged or otherwise conveyed to any person or entity;
(f) to JDT's best knowledge, neither the use and development of the
Technology, nor the offer for sale, sale and use of services related to the
Technology, infringes or will infringe upon any intellectual property right of
any third party anywhere in the world;
(g) to JDT's best knowledge, neither the use and development of the
Technology, nor the offer for sale, sale and use of services related to the
Technology, infringes or will infringe upon any intellectual property right of
any third party anywhere in the world;
(h) there are no outstanding agreements, contracts, understandings,
confinements or encumbrances, whether oral or written, inconsistent with the
provisions of this Agreement, whether made or entered into by JDT or otherwise;
(i) to JDT's best knowledge, no information relating to the Technology
has been disclosed in a manner as to become available to the public;
(j) the Technology will perform in substantial conformity with its
specifications as identified in any and all documentation
provided to WWWX and Purchaser; and
(k) to the knowledge of JDT the Technology is and will be free from
defects in operation or otherwise relating to the year 2000, date data values,
and century correct date data interface values, and all such information
technology and computer software will accurately process date and time data
(including but no limited to, calculation, comparing and sequencing) from, into
and between the twentieth and twenty-first centuries, and the years 1999 and
2000 and
leap year calculation, and when used in combination with other information
technology, will accurately process date and time data if the other information
technology exchanges dated and time data with it.
4.3 TAX MATTERS. JDT has received no notice of, and to its knowledge,
there is no, pending or to its knowledge threatened proceeding or claim by any
governmental agency for assessment or collection of taxes from JDT.
4.4 LITIGATION :
(a) There is no dispute, claim, action, suit, proceeding, arbitration
or governmental investigation, either administrative or judicial, pending, or to
the knowledge JDT threatened, against JDT, the Business or the Assets; and
(b) JDT is not in default with respect to any order, writ, injunction
or decree of any court or governmental department, commission, board, bureau,
agency or instrumentality, which involves the possibility of any judgment or
liability which may result in any material adverse change in the financial
condition of JDT, the Business or the Assets.
4.5 BUSINESS PLAN. JDT has delivered to WWWX copies of the ICUC
Business Plan. JDT reps and warranties that, to the best of its knowledge, the
information is accurate, and correct with no material omissions.
4.6 ABSENCE OF UNDISCLOSED LIABILITIES. To its knowledge JDT has no
material liabilities or obligations accrued, absolute, contingent or otherwise,
except as consistent with past business practice, or in the normal and ordinary
course of the Business. For purposes of this Agreement, material means any one
matter which could exceed $50,000.
4.7 INTANGIBLE ASSETS. Schedule 4.7 sets forth a list of (a) all
patents, copyrights,
trade names, trademarks, service marks and names (registered or unregistered),
and applications and registrations therefore, (b) all research, development and
commercially practiced processes, trade secrets, know-how, inventions, and
engineering and other technical information, (c) all computer programs, software
and data bases owned by or licensed to JDT, (d) all information, drawings,
specifications, designs, plans, financial, marketing and business data and
plans, other proprietary, confidential or intellectual information or property
and all copies and embodiments thereof in whatever form or medium and (e) all
customer and membership lists of JDT (collectively, "INTANGIBLE ASSETS") as well
as a list of all registrations thereof and pending applications therefore. Each
of the Intangible Assets listed on such schedule as being owned by JDT is owned
by JDT free and clear of any and all liens and encumbrances and, to the
knowledge of JDT, no other person or entity has any claim of ownership with
respect thereto. JDT has adequate licenses or other valid rights to use all of
the Intangible Assets which it does not own and which are material to the
conduct of the Business. To its best knowledge, JDT's use of the Intangible
Assets does not conflict with, infringe upon, violate or interfere with any
intellectual property rights of any other person or entity, nor is any other
person or entity infringing upon, violating or interfering with any intellectual
property rights of JDT.
4.8 COMPLIANCE WITH LAWS. JDT has complied with and is not in default
under, or in violation of, any law, ordinance, rule, regulation or order
(including, without limitation, any environmental, safety, employee benefit,
health or price or wage control law, ordinance, rule, regulation or order)
applicable to the Business, or the assets, which materially adversely affect,
the Business or the Assets.
4.9 AUTHORIZATION. The execution and delivery of this Agreement, and
the sale, transfer and other actions described herein have been duly authorized,
by all necessary action of JDT's Board of Directors, and neither the execution
and delivery of this Agreement nor the consummation of the transactions
described in the Agreement by JDT constitutes a violation or breach of
applicable law or any contract or instrument to which JDT is a party or by which
it is bound, or any order, writ, injunction, decree or judgment applicable or
them, or constitutes a default (or would but for the giving of notice or lapse
of time or both, constitute a default) under any contract or instrument to which
JDT is a party or by which it is bound. Without limiting
the generality of the foregoing provisions, the execution and delivery by JDT of
this Agreement and the consummation of the transactions contemplated hereby will
not (i) result in a violation or default or give to any other person any rights,
including rights of termination, cancellation or acceleration under any
applicable law, rule or regulation, any agreement, instrument or policy to which
JDT is a party or may be bound, (ii) result in any judgment, order, injunction,
decree or ruling of any court of governmental authority to which JDT is a party
or subject or (iii) require any authorization, consent, approval, exemption or
other action by any court or administrative or governmental body which has not
been obtained or any notice to or filing with any court or administrative or
governmental body which has not been given or done. This Agreement has been duly
executed and delivered by JDT and constitutes the legal, valid and binding
obligation of JDT enforceable in accordance with its terms.
4.10 CONSENTS. No consent, waiver, approval, order, permit or
authorization of, or declaration or filing with, or notification to, any person,
entity or governmental body is required on the part of, JDT in connection with
the execution and delivery by JDT of this Agreement, or the compliance by JDT
with any of the provisions hereof.
4.11 INVESTMENT REPRESENTATIONS.
(a) the shares of WorldWide Web NetworX, "WWWX" Stock being acquired by
JDT are intended to be and are being acquired solely for JDT's account without a
view to the current distribution or resale thereof, and JDT does not have any
contract, undertaking, agreement or arrangement to sell or otherwise transfer or
dispose of any of such shares in any manner to any person or entity;
(b) JDT will not sell, transfer or otherwise dispose of any of the
shares of WWWX Stock being acquired by JDT, in any manner, unless at the time of
such transfer: (i) a registration under the Securities Act of 1933, as amended
(the "SECURITIES ACT") and under all other applicable securities laws is in
effect with respect to the shares of the WWWX Stock to be sold, transferred or
disposed of, and JDT complies with all of the requirements of the Securities Act
and such other applicable securities laws with respect to the proposed
transaction; or (ii) JDT has obtained and has
provided to WWWX satisfactory evidence that the proposed sale, transfer or
disposition does not require registration under the Securities Act or such other
applicable securities laws;
(c) the shares of WWWX Stock being acquired by JDT have not been issued
by WWWX pursuant to a registration under the Securities Act. No federal or state
agency has approved or disapproved the shares of WWWX Stock being acquired by
JDT for investment or any other purpose. All of the shares of WWWX Stock being
acquired by JDT have been issued and sold to JDT in reliance upon a specific
exemption from the registration requirements of the Securities Act which
depends, in part, upon the accuracy of JDT representations, warranties and
agreements set forth in this Agreement; and
4.12 DISCLOSURE. No representation or warranty by JDT in this Agreement
or in any other Exhibit, Schedule, list, certificate or document delivered
pursuant to this Agreement, contains or will contain at Closing any untrue
statement of material fact or omits or will omit to state any material fact
necessary to make any statement herein and therein not misleading.
SECTION 4A. PATENTS AND INTELLECTUAL PROPERTY AND RIGHTS
JDT agrees to give full aid and cooperation with respect to the
preparation, filing, prosecution, and issuance of patent(s) and patentable
rights in countries selected by WWWX as well as matters relating to intellectual
property rights of said Assets.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF WWWX
WWWX hereby represents and warrants to JDT, intending for JDT to rely
hereon, as follows:
5.1 ORGANIZATIONAL AND GOOD STANDING. WWWX is a corporation, duly
organized, validly existing and in good standing under the laws of the State of
Delaware.
5.2 AUTHORIZATION. The execution and delivery of this Agreement and
other actions described herein have been duly authorized by all necessary action
of the Board of Directors and shareholders of WWWX, and neither the execution
and delivery of this Agreement nor the consummation of the transactions
described herein by WWWX constitutes a material violation or breach of
applicable law or any contract or instrument to which WWWX is a party or by
which it is bound, or any order, writ, injunction, decree or judgment applicable
to WWWX, or constitutes a default (or would but for the giving of notice or
lapse of time or both, constitute a default) under any material contract or
instrument to which WWWX is a party or by which it is bound, or conflicts with
or violates any provision of the Articles of Incorporation or by-laws of WWWX.
Without limiting the generality of the foregoing provisions, the execution and
delivery by WWWX of this Agreement and the consummation of the transactions
described herein will not (i) result in a violation or default or give to any
other person any rights, including rights of termination, cancellation or
acceleration under any applicable law, rule or regulation, any material
agreement, instrument or policy to which WWWX is a party or may be bound, (ii)
result in any judgment, order, injunction, decree or ruling of any court of
governmental authority to which either is a party or subject or (iii) require
any authorization, consent, approval, exemption or other action by any court or
administrative or governmental body which has not been obtained or any notice to
or filing with any court or administrative or governmental body which has not
been given or done. This Agreement has been duly executed and delivered by WWWX
and constitutes the legal, valid and binding obligation of WWWX enforceable in
accordance with its terms.
5.3 POTENTIAL SALE OF SUBSIDIARY TO A NYSE COMPANY. WWWX is in
negotiation to sell one of its subsidiaries to a New York Stock Exchange
Company. There can be no assurance that this negotiation will result in a
completed transaction. But, if this transaction concludes, then WWWX will
receive stock from the transaction. WWWX anticipates declaring a dividend in
connection herewith whereby the WWWX shareholders as of the date of closing of
that transaction will receive shares in the NYSE Company in proportion to their
WWWX share holding.
5.4 CONSENTS. No consent, waiver, approval, order, permit or
authorization of, or declaration or filing with, or notification to, any person,
entity or governmental body is required on the part of WWWX in connection with
the execution and delivery by of this Agreement, or the compliance by WWWX with
any of the provisions hereof.
5.5 DISCLOSURE. No representation or warranty by WWWX in this Agreement
or in any other Exhibit, Schedule, list, certificate or document delivered
pursuant to this Agreement, contains or will contain at Closing any untrue
statement of material fact or omits or will omit to state any material fact
necessary to make any statement herein and therein not misleading.
SECTION 6. FEES AND EXPENSES
6.1 EXPENSES OF THE TRANSACTION. Each party hereto shall pay its own
expenses incidental to the preparation of this Agreement and the consummation of
the transactions described herein.
SECTION 7. POST-CLOSING MATTERS.
7.1 FURTHER ASSURANCES. At the request of either party hereto, at any
time and from time to time the other party shall, execute, acknowledge and
deliver, or cause to be done, executed, acknowledged and delivered, as the case
may be, all such further acts, transfers, assignments, deeds, powers and
assurances of title, and additional papers and instruments, and will do or cause
to be done all acts or things as often as may be proper or necessary or
advisable for better assuring, conveying, transferring and assigning the Assets
(including, without limitation, the Technology), and effectively to carry out
the intent hereof, and to vest in WWWX the entire right, title and interest in
and to all of the Assets. Without limiting the generality of the foregoing, JDT
agrees to furnish to Purchaser, or its successors and assigns, all data,
formulae, models, programs, software, notes, documents and all other information
regarding the Technology, to utilize the Technology and to enable its attorneys
to evaluate and properly protect the Technology.
7.2 RESPONSIBILITY FOR LITIGATION. JDT shall be responsible for all
present or future litigation and claims for injury and related expenses arising
out of the conduct of the Business and the Assets up to the time of Closing.
7.3 TRADE SECRETS. JDT shall not at any time after the Closing use for
its own benefit, or divulge to any other person, firm or corporation, any
confidential information or trade secrets relating in any way to the Business,
for the purposes hereof, the term "CONFIDENTIAL INFORMATION" means any and all
information related to the Technology, customer and marketing relationships, and
business and financial information of the Business.
SECTION 8. MISCELLANEOUS
8.1 GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware.
8.2 ASSIGNMENT. This Agreement shall not be assignable by any party
without the prior written approval of the other party which shall not be
unreasonably withheld. To the extent assignable, this Agreement shall be binding
upon, and inure to the benefit of, WWWX, JDT and their respective heirs,
personal representatives, successors and assigns.
8.3 HEADINGS FOR REFERENCE ONLY. The section and paragraph headings in
this Agreement are for convenience of reference only and shall not be deemed to
modify or limit the provisions of this Agreement.
8.4 NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered by confirmed fax,
personally, or by recognized overnight courier, or four days after being mailed
by registered mail, return receipt requested, to a party at the following
address (or to such other address as such party may have specified by notice
given to the other pursuant to this provision):
If to WWWX: WorldWide Web NetworX Corporation
0000 Xxxxxx Xxx, Xxxxx 000
Xx. Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx
Fax no. (000) 000-0000
If to JDT: c/o Jencom Digital Technologies, LLC
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx
8.5 ENTIRE AGREEMENT AND AMENDMENT. This document and the Exhibits and
Schedules hereto contain the entire agreement between the parties hereto with
respect to the transactions contemplated hereby and supersede all prior or
contemporaneous agreements, understandings, representations and warranties
between the parties and may not be amended except by written instrument executed
by the parties hereto.
8.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
FACSMILIE SIGNATURES SHALL BE ACCEPTED AS ORIGINALS
ATTEST: WORLDWIDE WEB NETWORX CORPORATION
By: By: //s// XXXXXX XXXX
----------------------- --------------------------
Title: Title: President
ATTEST: JENCOM DIGITAL TECHNOLOGIES, LLC
By: MANAGER By: //s// XXXXX XXXXXXXXX
---------------------- ---------------------------
Title: Xxxxx Xxxxxxxxx, Manager
SCHEDULE 1.1
The business and assets of ICUC as described in the attached business plan are
the only business and assets being sold hereunder including those described in
Exhibit A.
All business and assets as described on Exhibit A
SCHEDULE 4.7
None.
EXHIBIT A
XXXXX
XXXXX is a user-friendly system that builds an extended educational facility,
enabling educators, students, and parents to continuously participate in a
variety of school activities both curricular and extracurricular in an
interactive multimedia environment. The XXXXX application is designed to give
each school the flexibility to build and update a complete interactive school
Website utilizing leading edge web technologies. Sections such as school news,
calendar, sports, clubs, student and faculty members (including photographs)
come together within one source - all free of charge to the school. Specialty
plug-ins includes a multimedia yearbook, fund raising programs, and a school
CD-ROM creator.
POWER BROKER
Effectively competing in the institutional broker market requires the
appropriate tools to manage trading communities and business processes. JenCom
Digital Technologies new software program, POWER BROKER, meets this need. POWER
BROKER provides fund managers with the tools necessary to establish
cross-department (research, sales and trading) business functions that lead to
effective order execution as well as accurate forecasting and fund performance
tracking.
In addition, the software precision provides bankers with client-level detail,
inclusive of prompting for portfolio performance and coupon maturity dates. This
allows the banker to more effectively manage and service individual accounts.
POWER BROKER provides companies with fully customizable environments and runs
on, but is not limited to, the Oracle database, which has been chosen by
industry leaders to be the next-generation database system software for the
banking industry. POWER BROKER is a leading edge communications and trading
system that produces immediate increases in efficiency and productivity.
EXHIBIT A
ICUC
This business and assets of ICUC as descried in the attached business plan
TRUE SOUND
TRUE SOUND is an innovative sound compression system designed to accommodate the
sensitivity of the human ear, thus, providing the TRUE SOUND. Currently, audio
compression and transference technology does not have the functionality to
compress sound waves over the Internet or in other forms of multimedia without
deleting a portion of the sound quality (i.e. bass, treble, etc.). TRUE SOUND
utilizes a new advanced mathematical model for sound compression. Targeted at
software developers, audio studios, live Internet broadcasting as well as sound
libraries, TRUE SOUND offers the highest level of quality available to meet the
market need.
XXXX OF SALE
JenCom Digital Technologies, LLC, a Delaware limited liability company, does
hereby forever sell, transfer, convey and assign a 50% membership interest in
all of its right, title and interest in and to the assets set forth on Schedule
"A: attached hereto for the consideration set forth in the Acquisition Agreement
being executed and delivered simultaneously herewith.
JenCom Digital Technologies, LLC
By: //s//XXXXX XXXXXXXXX
----------------------------
Xxxxx Xxxxxxxxx, Manager
