DOCUMENT REVIEW AND OPTION AGREEMENT
THIS AGREEMENT dated for reference April 30, 2000.
BETWEEN:
MARKATECH INDUSTRIES CORPORATION, a body duly incorporated under the laws
of the Province of British Columbia, Canada and having an xxxxxx xx 000Xxxx
00xx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0 ("Markatech").
OF THE FIRST PART
AND:
SEDONA SOFTWARE SOLUTIONS INC., a body corporate, duly incorporated under
the laws of the State of Nevada and having an office at 503 - 1755 Xxxxxx
Street, Vancouver, B.C., V6G 3137 ("Sedona").
OF THE SECOND PART
WHEREAS:
A. Markatech is the developer and owner of all ownership interests,
rights and title to the Autonet Parking Ticket Violation Management
System ("Autonet").
B. Markatech has agreed to grant to Sedona the privilege to conduct a
review of documentation with regard to Autonet
C. Markatech has further agreed to grant to Sedona the right,
Privilege and option to conduct a due diligence review of Autonet
and the sole and exclusive right to acquire all ownership interest,
right and title to Autonet.
1. MARKATECH'S REPRESENTATIONS
1.1 Markatech represents and warrants to Sedona that:
(a) Markatech is the developer and sole owner of Autonet.
(b) Markatech as the sole owner of Autonet, holds this interest free
and clear of all liens, charges and claims of others.
(c) There are no adverse claims or challenges against or to
Markatech's ownership of or title to Autonet, nor to the
Knowledge of Markatech is there any basis therefor, and there
are no outstanding agreements or options to acquire or purchase
the software or any portion thereof,
(d) Markatech has the full right, authority and capacity to enter
into this Agreement without first obtaining the consent of any
other person or body corporate and the consummation of the
transaction herein contemplated will not conflict with or result
in any breach of any covenants or agreements contained in, or
constitute a default under, or result in the creation of any
encumbrance under the provisions of any shareholders' or directors'
resolution, indenture, agreement or other instrument whatsoever to
which Markatech is a party or by which it is bound or to which it
is; and;
(e) No proceedings are pending for, and Markatech is unaware of any
basis for, the institution of any proceedings which could lead
to the placing of Markatech in bankruptcy or in any position
similar to bankruptcy.
1.2 The representations and warranties of Markatech set out in
paragraph 1.1 above form a part of this Agreement and are conditions
upon which Sedona has relied in entering into this Agreement.
1.3 Markatech will indemnify and save Sedona harmless from all loss,
damage, costs, actions and suits arising out of or in connection
with any breach of any representation, warranty, covenant, agreement
or condition make by it and contained in the Agreement.
1.4 Markatech acknowledges and agrees that Sedona has entered into this
Agreement relying on the warranties and representations and other
terms and conditions of this Agreement and that no information which
is now known or which may hereafter become known to Sedona shall limit
or extinguish the right to indemnity hereunder
2 SEDONA'S REPRESENTATIONS
Sedona warrants and represents to Markatech that it is a body
corporate, duly incorporated under the law of the State of Nevada with
full power and absolute capacity to enter into this Agreement and that the
terms of this Agreement have been authorized by all necessary corporate
acts and deeds in order to give effect to the terms hereof.
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3 GRANT OF DOCUMENT REVIEW
3.1 In consideration of Sedona's payment of Ten Dollars ($10)
in the currency of the United States of America (US) to Markatech, the
receipt and sufficiency of which is hereby acknowledged, Markatech hereby
gives and grants to Sedona the non-exclusive right to conduct a review of
Autonet documentation (the "Document Review").
3.2 Until such time as the Document Review is terminated or the
Option referred to in paragraph 4 herein becomes granted Sedona shall have
the right to all documents in Markatech's possession relating to Autonet or
which may be required as part of Sedona's Document Review with the exception
of such information in Markatech's possession that Markatech deems
proprietary, or that in Markatech's sole opinion would be detrimental to
its interests if such information were not held in strict confidence.
3.3 At such time as Sedona has made the required payment in
accordance with paragraph 4.1 herein, within the time period specified
herein, then the Option shall be deemed to be granted.
4 GRANT OF OPTION
4.1 In consideration of Sedona's payment of Four Hundred
Dollars ($400) in the currency of the United States of America (US)
to Markatech prior to September 30, 2001, Markatech shall grant to
Sedona the sole and exclusive right and option to acquire all
ownership interests, rights and title to Autonet.
4.2 In order to exercise the Option, Sedona shall pay to Markatech
a total of One Million (1,000,000) shares of its capital stock prior to
October 1, 2001.
4.3 For purposes of paragraph 4.2, it is a condition precedent to
the exercise of the Option by Sedona is that prior to, and at the time
of the exercise of the Option, the common shares of Sedona shall be listed
or quoted for trading on a recognized United States public trading market.
4.4 Until such time as the Option either is exercised or is terminated,
Sedona shall have the right to all information in Markatech's possession
relating to Autonet or which may be required as part of Sedona's due
diligence review, provided that Sedona and its agents shall execute
confidentiality agreements with standard terms with respect to such
information in Markatech's possession that Markatech deems proprietary,
or that in Markatech's sole opinion would be detrimental to its interests
if such information were not held in strict confidence.
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4.4 At such time as Sedona has made the required payment in accordance
with paragraph 4.2 and has met the required criteria in accordance with
paragraph 4.3 herein, within the time period specified herein, then the
Option shall be deemed to have been exercised by Sedona, and Sedona shall
have thereby, without any further act, acquired all ownership interests,
rights and title to Autonet.
5. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts
or things necessary to implement and carry into effect the provisions and
intent or this agreement.
6. FORCE MAJEUR
If Sedona is prevented from or delayed in complying with any
provisions of the Agreement by reasons of fires, wars, acts of God,
governmental regulations restricting normal operations or any other reason
or reasons beyond the control of Sedona, the time limited for the
performance of the various provisions of this Agreement as set out above
shall be extended by a period of time equal in length to the period of such
prevention and delay, and Sedona, insofar as is possible, shall promptly
give written notice to Markatech of the particulars of the reasons for any
prevention or delay under this section, and shall take all reasonable steps
to remove the cause of such prevention or delay and shall give written
notice to Markatech as soon as such cause ceases to exist.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise,
between the parties with respect to the subject matter of this Agreement.
8. NOTICE
8.1 Any Notice required to be given under this Agreement shall be
deemed to be well and sufficiently given if delivered to the addressee at
its address first written above.
8.2 Each party hereto may from time to time by notice in writing
to each of the other parties change its address for the purpose of this
section.
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9. OPTION ONLY
Until the Option is exercised, this is an option only and
except as specifically provided otherwise, nothing herein contained shall
be construed as obligation upon Sedona to do any acts or make any payments
hereunder.
10. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the
extent specifically authorized hereunder, be deemed to constitute any party
hereto a partner, agent or legal representative of any other party or
parties
11. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts
or things necessary to implement and carry into effect the provisions and
intent of this Agreement.
12. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
13. TITLES
The titles to the respective sections hereof shall not be
deemed a part of the Agreement but shall re regarded as having been used
for convenience only.
14. CURRENCY
All funds referred to under the terms of this Agreement shall be funds
designated in the lawful currency of the Untied States of America.
15. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia,
and for all purposes this Agreement will be governed exclusively by and
construed and enforced in accordance with the laws prevailing in the
Province of British Columbia. The parties hereto agree to attorn to the
jurisdiction of British Columbia.
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16. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and
year first above written
MARKATECH INDUSTRIES CORPORATION
/s/ Xxx Xxxxx
Per __________________________
Xxx Xxxxx, director
SEDONA SOFTWARE SOLUTIONS INC.
/s/ X. X. Xxxxxx
Per ___________________________
X.X. Xxxxxx, director
GRANT OF OPTION
IN CONSIDERATION of the payment by Sedona Software Solutions Inc. of Four
Hundred Dollars ($400 in the currency of the United States (US) to
Markatech Industries Corporation ("Markatech"), the receipt and sufficiency
of which is hereby acknowledged Markatech hereby gives and grants to Sedona
the sole and exclusive right and option to acquire all ownership interests,
rights and title to Autonet pursuant to the Document Review and Option
Agreement dated April 30, 2000.
EXECUTED at Vancouver in the Province of British Columbia this 19 day of
September, 2000.
MARKATECH INDUSTRIES CORPORATION
/s/ Xxx Xxxxx
Per __________________________
Xxx Xxxxx, director
