Exhibit 10.8
AGREEMENT
THIS AGREEMENT is dated as of the 15th day of October, 1999 by and
between SUN REMARKETING, INC., a Utah corporation, hereinafter referred to as
"Sun Remarketing," with a mailing address of Xxxx Xxxxxx Xxx 0000, Xxxxx, Xxxx
00000-0000, and THE ROSE GROUP CORPORATION OF NEVADA, a Nevada corporation,
hereinafter referred to as "The Rose Group" or "the Company" with a mailing
address at 0000 Xxxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxx 00000.
WHEREAS, The Rose Group is in the business of selling prenatal and
postpartum products to expectant mothers and new mothers in part utilizing the
trademark of the Lamaze Institute;
WHEREAS, Sun Remarketing has agreed to design an E-Commerce website for
The Rose Group and assist the Company in bringing its website into operational
status; and
WHEREAS, representatives of the parties previously met at the offices
of Sun Remarketing on Tuesday, April 6, 1999 and orally agreed upon the terms
and conditions of their contractual arrangements.
WHEREAS, the parties have agreed it would be appropriate to
memorialized their contractual arrangements in a formal agreement to be made a
matter of record;
NOW, THEREFORE, in consideration of Ten ($10.00) Dollars and other
valuable consideration, including the representations, warranties and agreements
contained in this Agreement, the parties agree as follows:
Section 1. The representations, terms and undertakings contained in the
"WHEREAS" clauses set forth in this Agreement are deemed to be incorporated
herein by reference as though recited verbatim and at length.
Section 2. Sun Remarketing hereby agrees to be responsible for
providing all hardware, software and related computer engineering services to
create an E-Commerce website under the
domain name, Xxxxxxxx.xxx. The initial compensation for the creation of this
website will be 50,000 shares of The Rose Group common stock valued, for the
purposes of this Agreement, at fifty ($0.50) cents per share. At the request of
Sun Remarketing, the aforesaid 50,000 shares may be placed in the name of it
principal officer, Xxxxxx X. Xxxx.
Section 3. Additional services to be rendered by Sun Remarketing to The
Rose Group in connection with designing and initiating the operation of the
Company's E-Commerce website will include registering the website addresses with
appropriate search engines, such as Yahoo, Lycos and Excite, credit card
processing, and other related operational services. In addition, where
appropriate, Sun Remarketing will provide computer consultation services with
respect to matters such as banner advertising and other new advertising concepts
which utilize the Internet.
Section 4. It is contemplated that the architecture of the E-Commerce
website designed for The Rose Group shall be similar in concept and design to
the structure operated by Sun Remarketing, an affiliate of Sun Remarketing. All
improvements made to the website for Sun Remarketing shall also be implemented
to improve the viability of the Xxxxxxxx.xxx E-Commerce website.
Section 5. In connection with the services to be rendered in developing
the Xxxxxxxx.xxx E-Commerce website, Sun Remarketing was paid the minimum fixed
sum of $5,000 a month commencing in June 1999 for continuing computer
engineering and related services to be rendered to The Rose Group. It is further
agreed that when the actual computer engineering services rendered or performed
by persons employed by Sun Remarketing, Inc. exceeds in value by $5,000 per
month, the Rose Group agrees to pay Sun Remarketing, Inc. at the rate of $50 per
hour for work performed by its executive computer specialist and/or management
executives, $35 per hour for
-2-
work performed by it senior computer specialist and $25 per hour for work
performed by its junior computer specialist.
Section 6. As its contribution to the Xxxxxxxx.xxx website that is the
subject of this Agreement, The Rose Group is to provide film which will display
the variety of products it will offer for sale over its E-Commerce website, a
narrative description of these products and proposed pricing of same. The Rose
Group will also provide to Sun Remarketing on a monthly basis information
concerning the availability of its product line for inventory purposes and
information concerning its marketing programs that relate to the operation of
the Xxxxxxxx.xxx E-Commerce website.
Section 7. As further compensation, on or before August 15, 1999, Sun
Remarketing or its principal officer will have the right to purchase an
additional 50,000 shares of The Rose Group common stock at a price of fifty
($0.50) cents per share. By way of this agreement, the Rose Group confirms
receipt of $12,500 towards a subscription payment of $25,000 made by Xxxxxx X.
Xxxx, leaving a balance due of $12,500 to be paid upon execution of this
agreement.
Section 8. The parties hereby agree that commencing December 31, 1999
either one of them may cancel this Agreement upon sixty days written notice to
each other, it being understood that it would be extremely disruption for the
Rose Group to have the Xxxxxxxx.xxx website "go off the air" at any time now
that it is operational. Assuming that neither of the parties have exercised
their option to cancel this Agreement on or before December 31, 1999, then, and
in that event, Sun Remarketing or its principal officer will have the right to
purchase an additional 50,000 shares of The Rose Group common stock at a price
of fifty cents a share or an aggregate price of $25,000, the said option to
commence as of January 1, 2000 and to expire without notice on December 31,
2000.
-3-
Section 9. The parties agree that Sun Remarketing will be primarily
responsible for hiring, firing and supervising personnel required to complete
and assist in operating the Xxxxxxxx.xxx E-Commerce website created for The Rose
Group. The Rose Group agrees to be responsible for hiring, firing and
supervising personnel that currently provide and will in the future provide
customer services responses to inquiries relating to its E-Commerce website and
to fulfill orders from customers.
Section 10. Neither Sun Remarketing nor The Rose Group has dealt with
or retained any broker in connection with this Agreement. The parties therefore
agree to hold each other harmless from any claim for a broker's fee alleged to
be due and owing because of the transactions which are memorialized hereby.
Section 11. Each party shall pay his own expenses incidental to the
preparation and closing of this Agreement, including, but not limited to, the
fees and costs of their own attorneys. The
-4-
parties hereby represent that they have had the opportunity to review this
Agreement with an attorney of their personal choice.
Section 12. This Agreement may not be assigned by Sun Remarketing or
The Rose Group without the written consent of the other party. Any attempt by
either party to assign this Agreement without written consent of the other is
sufficient ground by the non-consenting party to terminate this Agreement.
Section 13. The terms or provisions of this Agreement may be only
waived by the party entitled to its benefit in the form of a written instrument
duly executed by such party.
Section 14. Any notice, request, demand, waiver, consent, approval or
other communications relating to this Agreement shall be in writing and deemed
given by being delivered personally or by certified mail, postage prepaid, to
the parties at the addresses written above with a copy of any communication by
Sun Remarketing sent to Xxxxxx X. Xxxxx, Esq., Xxxxxx X. Xxxxx & Associates,
P.A., 0 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx in his capacity as attorney for
The Rose Group and a copy of any communication by The Rose Group to Xxxxxx
Xxxxxx, Esq., 000 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxxx 00000, in his capacity as
attorney for Sun Remarketing.
Section 15. The parties agree that each of them have distinct
responsibilities with respect to their obligations under this Agreement. They
further agree that this Agreement is not to be deemed to constitute a joint
venture nor do the parties intend that their relationship should be considered
to be a partnership where one party may be responsible for the activities of the
other with respect to persons who are not parties to this Agreement.
-5-
Section 16. The parties agree that this Agreement shall be governed by
and interpreted and enforced in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties have duly executed this Agreement dated
as of the 15th day of October, 1999.
WITNESSETH: SUN REMARKETING, INC.
/s/ Xxxx Xxxxx /s/ Xxxxxx X. Xxxx
------------------------- ---------------------------
Xxxx Xxxxx, Comptroller Xxxxxx X. Xxxx, President
WITNESSETH: THE ROSE GROUP CORPORATION
OF NEVADA
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxx
------------------------- ---------------------------
Xxxxxx X. Xxxxx, Secretary Xxxxxxx X. Xxxx, President
-6-
