EXHIBIT 10.5
CONTRACT OF SALE
THIS CONTRACT is made on April 26, 1999 by and between GoHealth.MD,
Inc., a Delaware Corporation (the "Purchaser") and Computerized Professional
Enrichment Services (the "Seller").
RECITAL
WHEREAS, the Seller has legally registered "Xxxxxxxxxx.xxx" with
Network Solutions, Inc., the national registry for all domain names, and owns
all right, title and interest in the web site constructed by the Seller in
connection with such domain name;
WHEREAS, the Purchaser desires to purchase form the Seller, and the
Seller desires to sell to the Purchaser, the "Xxxxxxxxxx.xxx" web site and
domain name, as well as any and all rights, title and interest associated
thereto which the Seller holds;
THEREFORE, in consideration of the mutual promises and conditions
contained in this contract, the parties agree as follows:
PURCHASE AND SALE
1. The Purchaser shall purchase from the Seller, and the Seller shall
sell to the Purchaser, any and all of the Seller's right, interest and title in
the domain name "Xxxxxxxxxx.xxx" (the "Sale") for the purchase price of Five
Thousand Five Hundred Dollars ($5,500.00) payable at the closing of the Sale
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(the "Closing") in the form of a cashier's check, money order or wire funds. In
addition, Seller will receive 1.0 unit of GoHealth.MD pursuant to a Private
Offering Memorandum and consisting of 2,000 shares of common stock and 2,000
warrants which are exercisable at a price of $2.50 per share.
2. At the closing of the Sale, the Seller shall deliver to the
Purchaser any and all documentation in the Seller's possession reflecting the
ownership and registration of the domain name "Xxxxxxxxxx.xxx" with Network
Solutions, Inc., as well as effectuate a domain name modification (as such term
is commonly understood) in favor of GoHealth.MD, Inc. The Seller shall
additionally deliver (or, to the extent delivery is impossible, make known) to
the Purchaser all other contracts, agreements and commitments pertaining to
Seller's ownership of said domain name "Xxxxxxxxxx.xxx."
COMPLIANCE WITH LAW AND OTHER INSTRUMENTS
3. The Seller hereby represents that, to its best knowledge after
reasonable due diligence, the Seller is not in violation of any term or
provision of any charter, by-law, contract, agreement, instrument, judgment,
decree, order, statute, rule or regulation, and that the Seller's execution,
delivery and performance of this contract will not result in any violation or in
the creation of any lien, encumbrance, or charge on any of the properties or
assets of Seller.
SELLER'S TITLE
4. The Seller warrants that it has good, absolute and marketable title
to this domain name and that it has been properly registered with Network
Solutions, Inc.
5. The Seller represents that it has no knowledge of any claim against
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it under or in respectof, nor any reason to believe that it is or may be
infringing on or otherwise acting adversely to the rights of any person under or
in respect of, any patent, trademark, service xxxx, trade name, copyright,
license, or other similar intangible property; and Seller is not aware of any
obligation or liability to make any payments by way of royalties, fees, or the
like to any owner or licensee of, or other claimant under, any intangible
property with respect to its use or in connection with the conduct of Seller's
business or otherwise (other than any fees that may be owed from time to time to
Network Solutions, Inc.).
INDEMNIFICATION
6. The Seller shall indemnify the Purchaser, and the Purchaser shall
indemnify the Seller, on and after the Closing with respect to all claims,
actions, demands, losses, costs, expenses, liabilities (joint or several),
penalties and damages, including counsel fees incurred in investigating or
attempting to avoid or oppose the imposition of damages, resulting to the other
form (1) any inaccurate representation made by the Seller or the Purchaser, as
the case may be, in or under this contract, (2) breach of any of the warranties
or covenants made by the Seller or the Purchaser, as the case may be, in or
under this contact or (3) breach or default in the performance by the Seller or
the Purchaser, as the case may be, of any of the covenants to be performed by it
under this contract. The Seller shall indemnify the Purchaser for any debts,
liabilities, or obligations of the Seller specifically relating to
"Xxxxxxxxxx.xxx", other than those obligations expressly or reasonably assumed
by the Purchaser pursuant to this contract, and other than those that have been
communicated to the Purchaser by the Seller on or prior to the Closing Date.
AMENDMENT AND WAIVER
7. This contact may be amended or modified at any time and in all
respects, and any provision may be waived, by an instrument in writing
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executed by both the Purchaser and the Seller, or by either of them in the case
of a waiver of a right or benefit under this contract of such waiving party.
SHAREHOLDERS' APPROVAL
8. Seller represents that the sale and transfer of this domain name by
Seller, as provided for in this contract, have been approved by the board of
directors and by the requisite number of shareholders. As such Seller shall
provide a corporate resolution reflecting same.
NOTICES
8. Any notices or other communications required or permitted under this
contract shall be sufficiently given if delivered personally or sent by
registered or certified mail, postage prepaid, addressed to the Seller located
at 0000 Xxxx Xxxxxxxxx Xxxxxx, #000X, Xxx Xxxxxxx, XX 00000 and to the Purchaser
at GoHealth.MD, Inc. located at 0000 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx
00000 or at any other address furnished in writing by one party to the other,
and shall be deemed to have been given as of the date delivered or deposited in
the United States mail, as the case may be.
CHOICE OF LAW
9. It is the intention of the parties that the laws of the State of New
Jersey shall govern the validity of this contract, the construction of its
terms, and the interpretation of the rights and duties of the parties.
ARBITRATION
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10. Any dispute arising under this contract or relating to the sale and
purchase described in this contract shall be resolved under the commercial
arbitration rules of the American Arbitration Association.
HEADINGS
11. Headings contained in this contract are for reference purposes only
and shall not affect in any way the meaning or interpretation of this contract.
COUNTERPART EXECUTION
12. This contract may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
but one and the same instrument.
GENDER
13. All personal pronouns used in this contract shall include the other
genders whether used in the masculine or feminine or neuter gender, and the
singular shall include the plural whenever and as often as may be appropriate.
PARTIES IN INTEREST
14. All the terms and provisions of this contract shall be binding on
and inure to the benefit of, and be enforceable by, the Seller, the Purchaser
and their respective successors and assigns.
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INTEGRATED CONTRACT
15. This contract constitutes the entire agreement between the parties,
and there are no agreements, understandings, restrictions, warranties, or
representations between the parties other than those set forth, provided for or
otherwise referenced in this contract.
ATTEST: GOHEALTH.MD. INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
ATTEST: COMPUTERIZED PROFESSIONAL
ENRICHMENT SERVICES
By: /s/ Xxxx Xxxxxx 5/4/99
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Xxxx Xxxxxx, President
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