Agreement
This agreement is made this 31st day of October, 1999, by and
between:
Futurenet Holdings Ltd., (Seller) residing at Xxxx 00, Xxxx Xxxx,
Xxxxxxx'x Xxx I, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx
Xxxxxx Xxxxxxx.
and
XxxxxxXxxxxxxx.xxx Inc. (Buyer) a Nevada Corporation residing at
0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxx, XXX.
WHEREAS Seller owns all of the outstanding shares of Cyberluck,
Curacao N.V. (Cyberluck), a Netherlands Antilles Corporation
established in Curacao, Netherlands Antilles on March 15th, 1996.
WHEREAS Seller has the authority to deliver all of the
outstanding shares of Conet N.V. (Conet), a Netherlands Antilles
Corporation established in Curacao, Netherlands Antilles on March
15th, 1996, and Global Cash N.V. (Global Cash) a Netherlands
Antilles Corporation established in Curacao, Netherlands
Antilles.
WHEREAS Buyer is desirous of purchasing all of the outstanding
shares of Cyberluck, Conet and Global Cash (The Companies) for
the sum of US$1,700,000 (ONE MILLION SEVEN HUNDRED THOUSAND U.S.
DOLLARS) (referred to as "full-payment") plus an agreed to sum of
equity shares in XxxxxxXxxxxxxx.xxx.
Parites have agreed to the above under the folowing provisions:
1. The total cash payment for purchasing The Companies is
$1,700,000 of which $450,000 has been deemed earned.
2. Buyer acknowledges it has incurred additional fees relative
to certain expenses in the amount of $250,000, which is to be
added to the full-payment price.
3. Payment Schedule: All payments to Seller are to be made and
received by the due dates at Mees Pierson Bank, Amsterdam, the
Netherlands, S.W.I.F.T. transfer code in favour of Futurenet
Holdings, Ltd.
a $350,000 to be paid prior to December 1, 1999. If not paid
by December 15, 1999 the sum of $250,000 is deemed forfeited.
Upon receipt of payment of $350,000 the shares of Conet and
Global Cash will be transferred
b $600,000 on or before February 28, 2000 shares of Cyberluck
will be transferred. If not paid and provided the sum of $350,000
has been received a three month extension shall be permitted at a
cost of $20,000 per month, after which Seller is free sell any
unsold assets to any third-party.
c Additional fees that may be owing due and earned may be paid
at any time prior to July 1, 2000 so long has the principal
amounts due have been paid.
d $350,000 due which will be divided equally between
Aristocrat Group N.V. and Crossfire Holdings (Futurenet Holdings
majority shareholders) in a trust managed by Aristocrat Gourp
anddue no later than July 1, 2000
4. In consideration of the extension of the closing date until
February 28, 2000, Buyer will issue in the name or names
designated by Seller, 100,000 shares of restricted 144 CSNO stock
effective as of the date of this agreement.
5. As collateral for the remaining $350,000, Buyer will issue
in trust designated by Seller as ARISTOCRAT GROUP A.V.V. (Aruba)
to act as Trustee and holder of said shares. Upon payment of the
remaining $350,000, and any additional fees that may become due
and earned, the trust arrangement will be dissolved and the
shares returned to the Buyer. If the remaining $350,000 and any
outstanding fees has not been paid by July 1, 2000 these shares
shall not be returned and will be equally divided by Aristocrat
and Crossfire.
6. Effective on or about November 10, 1999, Xxxx Xxxxxxxxx,
President of XxxxxxXxxxxxxx.xxx will become an unpaid Director of
Conet and be assigned the responsibility of its management. Xxxxx
Xxxxxxx, Executive Vice President of XxxxxxXxxxxxxx.xxx shall
have full authority in accordance with his position of Director
of Global Cash, will assume responsibility of its operations.
7. Buyer acknowledges it has had an opportunity to conduct its
due diligence with respect to this transaction.
8. Buyer is responsible for the successful completion of
employment contracts to Conet personnel.
9. Seller is responsible to provide a new lease agreement of
Suite X-0, Xxx Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxxxx Antilles,
for a period of three (3) years, whereby the present users will
probably sub-lease approximately 15% of the space under a
separate agreement.
10. Seller is responsible to deliver all of the shares of The
Companies upon closing of this transaction which shall include
the written consent of all majority shareholders.
11. In the event that Seller is unable to transfer all shares of
The Companies at closing, it shall provide five (5) IP statuses
free of license fees to an entity or entities designated by
XxxxxxXxxxxxxx.xxx..
12. Buyer agrees that Seller may distribute profits earned prior
to January 1, 1999, prior to closing provided said amount does
not exceed US $26,000.
13. If the December 1, 1999 installment is not made or if full-
payment of principal is not received by Seller, a completely
operational Avatar casino free of any liens or encumbrances shall
be delivered to Seller or its nominee as Seller may direct.
This agreement may be singed in counterparts by the parties and
incorporated into one agreement. This agreement shall supercede
all prior agreements whether written or verbal and be subject to
the laws of the Netherlands Antilles.
Agreed to on this 31st day of October 1999 in Curacao,
Netherlands Antilles.
For Futurenet Holdings For XxxxxxXxxxxxxx.xxx
Represented by its sole Xxxx X. Xxxxxxxxx
Director President and CEO
Abacus Management
