Exhibit 10.2
AGREEMENT
This Agreement is made by and between Global Guarantee Corporation ("Seller"),
and Euro Offline ("Buyer") with respect to the following:
Whereas, for good consideration, the parties mutually agree that:
1. Seller agrees to sell, and Buyer agrees to buy the following property
(hereinafter, the "Property"); All rights, title and interest in and to
US$102,967 (and contracting to incur interest at 1% below prime rate per
annum) of the loan receivable due and owing to Seller from AccessTel, Inc., a
Utah corporation.
2. Buyer agrees to pay to Seller and Seller agrees to accept a total purchase
price for the Property, the sum of $100,000 (the "Total"), payable as follows:
(a) $15,000 (the "Initial Installment") due upon signature of the Agreement by
Buyer and Seller; and (b) $60,000 (the "Second Installment") due immediately
following the signing of a reorganization or similar transaction between Euro
Offline and Accesstel, Inc.; (c) $12,500 immediately due thirty days following
the due date of the Second Installment; and (d) $12,500 immediately due sixty
days following the due date of the Second Installment.
3. Seller warrants it has good and legal title to said Property, full
authority to sell said Property, and that said Property shall be sold by
warranty xxxx of sale free and clear of all liens, encumbrances, liabilities
and advance claims of every nature and description whatsoever.
4. This Agreement shall be governed and construed in accordance with
California Law. Jurisdiction for all disputes relating to this Agreement
shall be Los Angeles Superior Court.
5. The parties hereto agree that if a reorganization or similar transaction
does not take place between Euro Offline and Accesstel, Inc. As referenced in
Section 2 above, the Seller will be obligated to return to Buyer the First
Installment, less all expenses (including legal expenses) incurred by Seller
in connection with all transactions referenced herein. It is further agreed
that no title nor ownership interest in and to the Property will pass to Buyer
unless and until the Total has been received by Seller.
6. The parties hereto agree that actual transfer of title to the Property
from Seller to Buyer shall not occur unless and until Seller has received the
Total. Failure of Buyer to timely pay the Total as expressly agreed herein
shall constitute a material breach of this Agreement in favor of Seller.
Buyer agrees to pay all of Seller's actual attorney fees that are incurred by
Seller in having to enforce the terms of this Agreement.
7. This Agreement shall be binding upon and to the benefit of the parties,
their successors, assigns and personal representatives.
8. Facsimile signatures hereon shall have the same force and effect as
original signatures.
9. Neither party shall be considered the drafter of this Agreement. This
constitutes the entire agreement between the parties.
Executed this 2nd day of October, 2003.
/s/ Rowan /s/Xxxxxxx X. Xxxxxxxxx
Witness Buyer
/s/Xxxxxx Xxxxxx /s/Xxxxxxx Xxxxxx
Witness Seller
