EX-2
ACQUISITION AGREEMENT
This agreement is made, as of May 23, 2002 by and between
VentureNet Capital Group, Inc. of 00000 Xxxxxxxxx Xxx., Xxxxx 000,
Xxxxxxxx, XX 00000 hereinafter referred to as Buyer and Gold Coast
Marketing, LLC, a California Limited Liability Company of Yorba
Linda, California hereinafter referred to as Seller.
Recitals
Gold Coast Marketing, LLC agrees to transfer the remaining 95%
equity interest (9,500,000) common shares of Gold Coast Marketing,
LLC to VentureNet Capital Group, Inc.
Seller represents that all shares are free and clear of all
liens, encumbrances and security agreements. All contracts, purchase
orders and accounts receivables are valid and in place as represented
by Gold Coast Marketing, LLC.
Gold Coast Marketing, LLC is selling its' interests in the
following ventures:
1. 100% ownership of Virtual Internet Services, Inc. a
California Corporation.
2. 20% ownership of Madera, California water bottling
facility. The 20% equity is represented by stock in a
California Limited Liability Company known as Seven Fold, LLC.
3. 51% ownership of Pacific Coast water bottling facility
located in Santa Ana, California.
4. Gold Coast Marketing, LLC has an agreement in place with
Buzzy's Coffee and will receive a broker's fee equal to 5%
of any sales contracts arranged by Seller. (Gold Coast
Marketing, LLC).
5. Gold Coast Marketing, LLC will receive an administration
fee equal to 5% of gross sales of any sales contracts from
Madera and Santa Xxx water bottling facilities arranged for
by Gold Coast Marketing, LLC.
VentureNet Capital Group, Inc. agrees to buy and Gold Coast
Marketing, LLC agrees to sell the above on the following terms and
conditions:
1. $140,000 in cash to be paid over 120 days.
2. 30 million shares of VentureNet Capital Group, Inc.
restricted stock (common stock) to be issued upon
consent of shareholders approving additional common
stock and receiving appropriate SEC filing requirements.
Seller and Buyer agree that 6 months after the execution of this
agreement (November, 2002), Buyer will have the right to receive its
cash flow from all operations purchased as a result of this agreement.
Buyer and Seller both agree and represent that they have the
authority and capacity to enter into this agreement on behalf of
their respective companies.
Buyer and Seller both agree and understand that this agreement
is the only valid and binding agreement between all parties and that
no other letters and drafts of agreements are valid and binding on
the parties. Specifically, the letters sent to VentureNet Capital
Group, Inc. on May 23, 2002 referencing the acquisition agreement
between Gold Coast Marketing, LLC and VentureNet Capital Group, Inc.
Employment Contracts
Buyer and Seller agree that all employment contracts pension,
bonus, profit sharing, stock options or other agreements providing
for employee compensation, remunerations of benefits will be valid an
binding under this agreement whether such contracts existed prior to
this purchase agreement or are entered into after the effective date
of this purchase agreement.
Governing Law
This agreement shall be construed in accordance with and
governed by, the laws of the state of Delaware.
Time and Place of Closing
This agreement becomes binding on all parties and becomes
effective upon signing by the parties.
IN WITNESS WHEREOF, the parties to this agreement have duly
executed this agreement.
/s/ Xxxxxxx X. Xxxxxx May 23, 2002
Xxxxxxx X. Xxxxxx. President Date
VentureNet Capital Group, Inc. (Buyer)
/s/ Xxxxx Xxxx May 23, 2002
Xxxxx Xxxx, President Date
Gold Coast Marketing, Inc. (Seller)
