CYBAR TECHNOLOGIES, INC.
A Nevada Corporation
May 27, 0000
XX. XXXXXXX XXXXX, XXXXXXXXX
000000 XX LTD.
0000 XXXXXXXX XXXXX,
XXXXXXXX, XX, XXXXXX X0X 0X0
Dear Xx. Xxxxx:
Re: CYBAR TECHNOLOGIES, INC. (the "Company")
- Offer by the Company to 528908 BC LTD. (the "Seller") to acquire MAP
Network
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We write to set out the offer of the Company to acquire all of the assets,
technology, property and undertaking comprising the "MAP Network" computer
software and Internet business carried on by the Seller (the "Business").
This offer is on the terms and is subject to the conditions set forth in
this letter. If this offer is acceptable, we ask that you indicate your
agreement by signing this letter where indicated below and returning an
executed copy to us. This offer is open for acceptance until 4:00 p.m.
(Pacific Time) on June 5, 2000 (the "Expiry Time"), at which time this
offer will terminate unless accepted in writing.
The Company's offer is as follows:
1. Offer to Purchase
The Company offers to purchase from the Sellers all of the assets, property
and undertaking of the Business as a going concern, including the "MAP
Network" software in its current stage of development and all of the
assets, technology, property and rights comprising and used in the conduct
and operation of the "MAP Network" software and the Business (together, the
"Assets") on the terms and subject to the conditions set forth in this
offer. It is agreed that the Assets will include, without limitation:
(1) all data, source code, object code, drawings, and software
comprising the "MAP Network" software in its current stage of
development and the Business and all copyright, patents,
trademarks, proprietary information, trade secrets and
intellectual property relating to the Assets and the Business;
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(2) the goodwill of the Business, together with the exclusive right to
the Company to represent itself as carrying on the Business in
continuation of and in succession to the Seller and the right to
use any word indicating that the Business is so carried on,
including the right to use the name "MAP Network", or any variation
thereof as part of the name of or in connection with the Business
or any part thereof carried on or to be carried on by the Company;
(3) the benefit of all contracts, engagements or commitments to which
the Seller is entitled in connection with the Business provided
that the contracts, leases, engagements or commitments were entered
into by the Seller in the usual and ordinary course of business;
(4) all licenses, consents, permits, authorities, certificates and
registrations which are required, necessary of desirable for the
operation of the Business;
(5) all intangible property of the Seller used in connection with the
Business and comprising the Assets, including all trademarks, trade
names, moral rights and copyrights;
(6) all confidential information and trade secrets of the Seller used
in connection with the Business, including all programming code,
source code, data, information, drawings, and know-how.
The Company will purchase and the Seller will sell the Business and the Assets
free and clear of all mortgages, liens, charges, security interests and
encumbrances of every kind and nature whatsoever.
2. Payment for the Assets
----------------------
The Company will pay to the Seller a purchase price of $25,000 US (the
"Purchase Price") in consideration for the transfer of the Assets and the
Business by the Seller to the Company, subject to the terms and conditions
of this Agreement.
3. Closing Date
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The closing of the purchase and sale of the Business and the Assets will
complete upon the Company raising financing sufficient to pay the purchase
price and payment of same to the Seller no later than August 30, 2000
(the "Closing").
4. Representations and Warranties of the Seller
--------------------------------------------
The Company's purchase will be based on the representations and warranties by
the Seller, each of which will survive closing, that:
(A) The Seller owns, possesses and has good and marketable title to the
Business and the Assets free and clear of any and all mortgages, liens,
pledges, charges, security
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interests, encumbrances, actions, claims or demands of any nature
whatsoever or howsoever arising;
(B) The Seller has in place all agreements necessary for the conduct of
the Business in the manner carried on as of the date of this
Agreement and the hosting of the Web Site;
(C) No person, firm or corporation has any agreement or option or any
right or privilege (whether by law, pre-emptive or contractual) capable
of becoming an agreement or option for the purchase of the Business
and the Assets or any interest in the Business and the Assets;
(D) No other person, firm or corporation other than the Seller owns or
has any legal or beneficial interest in any of the Business and the
Assets or has any rights, including any moral rights, copyright,
trademark or any other intellectual property rights, in the Business
or any of the Assets;
(E) The Seller does not have any outstanding material agreements
(including employment agreements) contracts or commitment, whether
written or oral, of any nature or kind whatsoever, with respect to the
ownership of the Assets or the conduct of the Business, except material
agreements which are in the ordinary course of the Business;
(F) there are no actions, suits or proceedings pending or threatened
against or affecting the Assets or the Business and teh Seller is
not aware of any existing ground on which any such action, suit or
proceeding might be commenced with any reasonable likelihood of success;
(G) the Seller is the owner all intellectual property, including patents,
trademarks, copyrights and confidential information, comprising the
Assets and as required for the conduct of the Business. The Seller
is not aware of any infringement or claimed infringement of the
intellectual property comprising the Assets and used in connection
with the Business by any other person, firm or corporation.
5. Conditions Precedent to Closing
-------------------------------
The Company's obligation to complete the purchase of the Business and the
Assets is subject to each of the following conditions:
(1) all representations and warranties of the Seller will be true and
correct in all material respects on Closing;
(2) the Seller will have made the deliveries contemplated in this offer
on the Closing;
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Each of the above conditions precedent is for the sole benefit of the Company
and may be waived by the Company. In the event that any of the above
conditions has not been satisfied at the Closing, the Company may elect to
terminate this Agreement and will have no further liability to the Seller.
6,. Closing Deliveries
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On Closing, the Seller will deliver to the Company:
(1) a general conveyance of the Assets and the Business and all other
deeds of conveyance, bills of sale, transfer and assignments, duly
executed, in form and content satisfactory to the Company's
solicitors, appropriate to effectively vest good and marketable
title to the Assets and the Business free and clear of all
encumbrances and immediately registerable in all places where
registration of such instruments is necessary or desirable duly
executed transfers of the Business and the Assets to the Company,
duly endorsed for transfer to the Company;
(2) duly executed documents of transfer and waivers of moral rights by
any developer or programmer of the Business reasonably required, in
the opinion of the Company's solicitors, to transfer title to the
Business and the Assets to the Company.
On Closing, the Company will deliver to the Seller payment in full of the
Purchase Price.
7. Acceptance
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If the Seller wishes to accept this offer, the Seller must execute this offer
where indicated below and deliver a copy of the acceptance to the Company by
no later than 4:00 p.m. (Pacific Time) on June 5, 2000.
Yours truly,
CYBAR TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxxxx
Per: -----------------------------
Xxxxxx X. Xxxxxxx, President
This offer is accepted and agreed to this 27 day of May, 2000.
/s/ Xxxxxxx Xxxxx
Per: -----------------------------
Xxxxxxx Xxxxx, President
528908 BC LTD.
