1
AGREEMENT
THIS AGREEMENT is made effective as of this 10 day of June, 1999, by and
between GLOBAL CYBER XXXXXX.XXX, INC. ("GLOBAL" or "Seller"), a Utah
corporation, having its principal place of business at 0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 and TOUCH-IT NEVADA, INC.
("Touch-it" or "Purchaser"), a Nevada corporation, with reference to the
following facts:
WITNESSETH:
WHEREAS, a merger occurred between STARPLAN. LTD, and TOUCH-IT, INC. A
Utah corporation, on or about February 26, 1999; and
WHEREAS, the suriviving corporation was TOUCH-IT, INC.a Utah corporation;
and
WHEREAS, TOUCH-IT, INC., a Utah corporation changed its name to GLOBAL
CYBER XXXXXX.XXX, INC.; and
WHEREAS, GLOBAL desires to sell all of the assets and liabilities which
TOUCH-IT, INC. Had prior to the merger; and
WHEREAS, TOUCH-IT NEVADA, INC. desires to obtain all of the assets and
liabilities which TOUCH-IT, INC. had prior to the merger;
NOW, THEREFORE, in reliance upon the foregoing facts and in consideration
of the mutual agreements hereinafter set forth, the parties agree as follows:
1. SALE: The Seller shall sell to the Purchaser as is, where is, the
equipment, inventory, name "TOUCH-IT ", customer lists, contracts,supplier lists
owned by the Seller and the goodwill of the business as a going concern, all
as more specifically enumerated in the attached Exhibit "A", and referred to
hereinafter as the "Assets".
2. PURCHASE PRICE: The purchase price shall be One Hundred Dollars ($100
US).
3. REPRESENTATIONS BY SELLER: The Seller warrants and represents the
following:
A. It is the owner of and has good and marketable title to all the Assets.
B. To its knowledge, it has complied with all laws, rules and regulations
of the city, state and federal governments.
2
C. It has paid all Social Security, withholding, sales, income and
unemployment insurance taxes to the city, state and federal governments to date
which would become a lien on the Assets.
D. Seller has not entered into any contract or other agreement, whether
oral or written, that will be binding upon Purchaser.
E. There are no judgments, liens, actions or proceedings pending against it
in any court.
F. Seller is a corporation, duly organized and validly existing and in good
standing under the laws of Utah, has all requisite power and authority to
consummate the transactions contemplated by this Agreement, and has, by proper
corporate proceedings, duly authorized the execution and delivery of this
Agreement and the consummation of all transactions contemplated herein.
4. COVENANTS OF SELLER: The Seller covenants with the Purchaser as follows:
A. The Xxxx of Sale, in the form attached hereto as Exhibit "B", and
instruments of assignment to be delivered at the closing will transfer all of
the Assets enumerated in the attached schedule, and will contain the usual
warranties and affidavit of title. After closing, Seller shall execute and
deliver to Purchaser such other instruments of conveyance and transfer and take
such further action as Purchaser shall reasonably request in order to convey to
Purchaser absolute title to the Assets, or any of them.
B. The business of the Seller will be conducted up to the date of closing
in accordance with all laws, rules and regulations of the city, state and
federal governments.
C. All Social Security, withholding, sales, income and unemployment
insurance taxes to the city, state and federal governments will be paid or
provided for up to the date of closing.
D. The Seller, up to the date of closing, will operate and maintain its
business in the regular course, will not violate any contract connected with
the business and will not remove any stock-in-trade (except as it may be
consumed in the regular course of business).
All representations and warranties made by the Seller shall be true at
closing and shall survive the closing and the execution and delivery of any
document or instrument in connection therewith.
5. REPRESENTATIONS BY PURCHASER: The Purchaser warrants and represents the
following:
3
A. Purchaser has inspected and is familiar with the premises, the physical
condition of the Assets and the financial condition of the business being sold
hereunder.
B. Purchaser is a corporation, duly authorized and validly existing
and in good standing under the laws of the State of Nevada, has all requisite
power and authority to consummate the transactions contemplated by this
Agreement and has by proper corporate proceedings duly authorized the execution
and delivery of this Agreement and the consummation of all transactions
contemplated herein.
C. Purchaser hereby agrees to be responsible for all of the
liabilities which were held by Touch-It, Inc. a Utah corporation at the time of
the merger, on or about February 26, 1999.
6. EXPENSES: During the period of time between the merger, on or about
February 26, 1999, and the date of this Agreement certain expenses have been
expended on behalf of GCSC by the representatives of the original Touch-It,
Inc., a Utah corporation or its shareholders. As part of the closing documents
for this closing all reasonable and necessary expenses (such as audits, travel
and telephone) will be reimbursed .Touch-It, Inc. is required to submit an
itemized request for reimbursement of such expenditures supported by sufficient
documentation of the expenditures and explanation of their purpose.
7. CLOSING:
A. The closing shall take place at the office of Global Cyber Xxxxxx.Xxx Inc.
commencing at 1:00 p.m.
B. At the closing, the parties shall execute the following documents and take
the actions hereinafter described:
(1) Seller shall execute and deliver a Xxxx of Sale conveying title to the
Assets being sold herein to the Purchaser.
(2) Purchaser shall pay the cash required.
8. STOCK OPTIONS: Seller hereby agrees to give to Purchaser the option
to purchase N/A shares of stock in GCSC at $ N/A share for a period of one
year.
9. FURTHER ASSURANCES: The parties hereto agree to perform any further acts
and to execute and deliver any further documents which may be necessary
or appropriate to carry out the purposes of this Agreement.
4
10. ARBITRATION: Any controversy or claim arising out of or
relating to this agreement or any breach thereof, including, without
limitation, any claim that this Agreement or any portion thereof, is invalid,
illegal, or otherwise voidable, shall be submitted to arbitration before and
in accordance with the rules of the American Arbitration Association and
judgment upon the award may be entered in any court having jurisdiction thereof
provided, however, that this clause shall not limit GLOBAL's right to obtain
any provisional remedy, including, without limitation, injunctive relief,
from any Court of competent jurisdiction, as may be necessary in GLOBAL's sole
judgment, to protect its rights. The situs of arbitration proceedings shall be
that city nearest Ogden, Utah, which has an American Arbitration Association
office.
11. NOTICE: Any notices to be given hereunder by any party hereto to any
other party hereto may be effected by personal delivery, In writing, or by
mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing
above. Notice shall be deemed effective upon receipt.
12. X0 XXXXXX OF RIGHTS: All waivers hereunder must be made in writing
and failure by any party hereto at any time to require any other party's
performance of any obligation under this Agreement shall not affect the right
subsequently to require performance of that obligation. Any waiver of any
breach of any provision of this Agreement shall not be construed as a waiver
of any continuing or succeeding breach of such provision or a waiver or
modification of the provision.
13. SEVERABILITY: The parties hereto expressly agree and contract that
it is not the intention of either of them to violate any public policy,
statutory or common laws, rules, regulations, treaties, or decisions of any
government or agency thereof, If any paragraph, sentence, clause, word, or
combination thereof in this Agreement is judicially or administratively
interpreted or construed as being in violation of any such provision of any
jurisdiction, such paragraph, sentence, word, clause, or combination thereof
shall be inoperative in each such jurisdiction and the remainder of this
Agreement shall remain binding upon the parties hereto in each such jurisdiction
and the Agreement as a whole shall be unaffected elsewhere.
14. ATTORNEY'S FEES: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach or default in connection with any of the provisions of
this Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorney's fees incurred in this action or proceeding in addition to
any other relief entitled to.
15. SUBJECT HEADINGS: The subject headings of the articles, paragraphs and
subparagraphs of this Agreement are included solely for purposes of consequence
and reference only, and shall not be deemed to explain, modify, limit, amplify,
or aid in the meaning, construction or interpretation of any of the provisions
of this Agreement.
5
16. DUPLICATE COPIES: This Agreement may be executed in duplicate copies
and each duplicate copy shall constitute an original instrument, but all such
separate copies shall constitute only one and the same instrument.
17. LAW TO GOVERN: The validity, construction and enforceability
of this Agreement shall be governed in all respects by the laws of
applicable to agreements negotiated, executed and performed in Florida.
18. ENTIRE AGREEMENT: This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the utilization of Bloom by GLOBAL and contains all of the covenants and
agreements among the parties with respect to such utilization in any manner
whatsoever. Each party to this Agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by
any other party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or, binding. Any modification of
this Agreement shall be effective only if it is in writing signed by the party
to be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
GLOBAL CYBER XXXXXX.XXX, INC.
By: /s/ Xxxxx X. Xxxx
--------------------------
Attest
Xxxxx
X.
Xxxx,
Presi
dent
Secre
6
tary
TOUCH-IT NEVADA. INC.
By:/s/Xxxx X. Xxxxxxxxx
------------------------------
Xxxx X. Xxxxxxxxx, President
Attest: [SIG]
-----------------
Secre
tary
