AGREEMENT FOR PURCHASE AND SALE OF STOCK
----------------------------------------------
THIS AGREEMENT (this "Agreement"), is effective as of__________________, 2000,
is made by and between Bodet, Ltd., a British Virgin Islands Corporation,
("Seller) and Oxford Capital Corp., a Caymen Islands Corporation ("Buyer").
ARTICLE I
----------
1.1 Purchase and Sale of the Shares and Options. Seller owns a
------------------------------------------------
total of 500,000 options of YourNet, Inc. (OTCBB YOUR) common stock at the
strike price of USD $ 00.25, 245,000 options of YOUR stock at the strike price
of USD $ 00.375 and 245,000 options of YOUR stock at the strike price of USD $
00.50. Seller desires to sell and Buyer desires to purchase the following
options: 325,000 options of YOUR stock at the strike price of USD $ 00.25,
160,000 options of YOUR stock at the strike price of USD $ 00.375 and 160,000
options of YOUR stock at the strike price of USD $ 00.50 as set forth in that
agreement on the terms and conditions set forth herein.
1.2 Purchase Price. The purchase price ("Purchase Price"), constituting
---------------
full consideration for sale, transfer and assignment of these options shares of
YOUR shall be
USD $ 1.00. The Purchase Price will be paid on or before January 10, 2000.
1.3 Transfer of Options. Subject to the terms and conditions set forth in
--------------------
this agreement, Buyer shall assign, convey and transfer to Seller, the options
shares of YOUR. The conveyance, assignment, transfer and delivery of the stock
shall be effected by general assignment of interest of Seller in the Company
together with the necessary books, records, specifications, and other data
relating to the Company, as Buyer may possess (collectively herein, the
"Transfer Documents").
1.4 Buyer Acknowledgements. In addition to the representations and
-----------------------
warranties made by Buyer in Article III, Buyer acknowledges and agrees to the
following:
(a) The Options will be registered under Federal or state securities laws.
The Shares and the operations of the Company are extremely speculative and
risky. Since commencement of the operations of the Company are extremely
speculative and risky. There is no guarantee the Company will be able to produce
a profit, cash flow or continue its operations.
ARTICLE II
-----------
REPRESENTATIONS AND WARRANTIES OF SELLER
--------------------------------------------
Seller hereby represents and warrants to Buyer as follows:
2.1 Corporate Organization. The Seller is a corporation with all
-----------------------
requisite power and authority to carry on its business as is now being
conducted.
2.2 Authorization. Seller has full power and authority to enter
-------------
into this Agreement and to carry out the transactions contemplated hereby.
2.3 Absence of Dividends. Since inception of the corporation, there
--------------------
has not been any declaration, setting aside or payment of any dividend or
distribution, whether in cash, stock or property in respect of YOUR's capital
stock, or any redemption, purchase or other acquisition of such capital stock by
the Company.
2.4 Contracts. Company is not in material default or alleged to be
---------
in material default under any real property lease.
2.5 Encumbrance. To the knowledge of Seller, the assets of the
-----------
Company are not subject to any encumbrance.
ARTICLE III
------------
REPRESENTATIONS AND WARRANTIES OF BUYER
-------------------------------------------
Buyer represents and warrants to Seller as follows:
3.1 Corporate Organization, etc. Buyer is a corporation duly
------------------------------
organized, validly existing and in good standing under the laws of Canada.
3.2 Authorization. Buyer has full corporate Power and authority to
--------------
enter into this Agreement and to carry out the transactions contemplated hereby.
Buyer is financially able to purchase the Shares for the stated purchase price.
ARTICLE IV
-----------
COVENANTS OF SELLER
---------------------
From the date hereof and until the Closing, except as otherwise consented
to or approved by Buyer in writing, Seller covenants and agrees (and will cause
YOUR to act or refrain from acting where required hereinafter) as follows:
4.1 Operation of Business. (i) the Company will operate its business
---------------------
with reasonable business prudence; (ii) the Company will not pay or agree to pay
any dividends and will not make any changes to its organization structure; (iii)
will maintain (except for expiration due to lapse of time or action by the other
party) all material real property leases and customer contracts; and (iv) will
maintain the Company's insurance coverage currently in existence.
4.2 Consultants, Brokers and Finders. Seller represents that he has
--------------------------------
not retained any consultant, broker or finder in connection with this
transaction. Seller agrees to indemnify and hold Buyer harmless against any
claim or liability for any brokerage fees, commissions or finders' fees in
connection with the transactions contemplated herein, except to the extent that
such liability arose from the acts of Buyer.
4.3 Consents. Seller will exercise reasonable efforts to assist in
--------
obtaining any regulatory, third-party or other consents required in order to
effect the transaction contemplated by this Agreement including a Final Order.
ARTICLE V
----------
COVENANTS OF BUYER
--------------------
Buyer hereby covenants and agrees with Seller that:
5.1 Buyer represents that it has not retained any consultant, broker or
finder in connection with this transaction. Buyer agrees to indemnify and hold
Seller and each of Seller's Affiliates harmless against any claim or liability
for any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated herein, except to the extent that such liability arose
from the acts of Seller.
5.2 Contracts. Buyer will exercise reasonable efforts to assist in
---------
obtaining any regulatory, third-party or other consents required in order to
effect the transaction contemplated by this Agreement including a Final Order.
ARTICLE VI
-----------
OTHER AGREEMENTS
-----------------
Buyer and Seller covenant and agree that:
6.1 Books and Records. Seller and Buyer shall, and shall cause
-------------------
themselves and respective Affiliates to, preserve all information, returns,
books, records and documents (collectively, the "Books and Records") relating to
any financial records of the Corporation.
ARTICLE VII
------------
CONDITIONS TO THE OBLIGATIONS OF BUYER
-------------------------------------------
Each and every obligation of Buyer under this Agreement shall be subject to the
satisfaction, of each of the following conditions unless waived in writing by
Buyer:
7.1 Transfer Shares. The transfer of the options described in Section 1.1
----------------
shall have been made.
7.2 Representations and Warranties; performance. The
----------------------------------------------
representations and warranties made by Seller herein shall be true and correct
-
in all material respects on the date of this Agreement with the same effect as
though made on such date; Seller and the Company shall have performed and
complied in all material respects with all agreements, covenants and conditions
required by this Agreement to be performed and complied with by them.
7.3 Consents and Approvals. All material consents from third
------------------------
parties and governmental agencies required to consummate the transactions
contemplated hereby or which, either individually or in the aggregate, if not
obtained, would cause a material adverse effect on the Company's business must
have been obtained.
7.4 No Proceeding or litigation. No material action, suit or
------------------------------
proceeding before any court or any governmental or regulatory authority shall
have been commenced, and no material investigation by any governmental or
regulatory authority shall have been commenced against Seller, the Company,
Buyer or any of their respective principals, officers or directors seeking to
restrain, prevent or change the transactions contemplated hereby or questioning
the validity or legality of any of such transactions or seeking damages in
connection with any of such transactions.
ARTICLE VIII
-------------
CONDITIONS TO THE OBLIGATIONS OF SELLER
--------------------------------------------
Each and every obligation of Seller under this Agreement shall be subject
to the satisfaction, of each of the following conditions unless waived in
writing by Seller:
8.1 Payment. The payment described in Section 1.2 shall have been
-------
made.
8.2 Representations and Warranties; Performance. The
----------------------------------------------
representations and warranties made by Buyer herein shall be true and correct in
-
all material respects on the date of this Agreement and on the Closing Date with
the same effect as though made on such date; Buyer shall have performed and
complied in all material respects with all agreements, covenants and conditions
required by this Agreement.
8.3 Consents and Approvals. All material consents from third
------------------------
parties and governmental agencies required to consummate the transactions
contemplated hereby or which, either individually or in the aggregate, if not
obtained, would cause a material adverse effect on the Company's business must
have been obtained.
8.4 No Proceeding or Litigation. No material action, suit or
------------------------------
proceeding before any court or any governmental or regulatory authority shall
have been commenced, and no material investigation by any governmental or
regulatory authority shall have been commenced against Seller, the Company,
Buyer or any of their respective principals, officers or directors seeking to
restrain, prevent or change the transactions contemplated hereby or questioning
the validity or legality of any of such transactions or seeking damages in
connection with any of such transactions.
ARTICLE IX
-----------
INDEMNIFICATION
---------------
9.1 Seller shall indemnify and hold harmless Buyer from and against any
and all liabilities, losses, damages, claims, demands, costs, expenses or
judgments of every kind and description whatsoever, that result from claims
asserted against Purchaser by a third party, whether known or unknown by Seller
arising from any action or inaction by or activities or inactivity of Seller or
any other party, or arising, resulting from or related to the conduct of
Seller's business, or any other parties business, or arising out of, resulting
from, or relating to any breach of, or failure by Seller to perform any or its
representations, warranties, covenants or agreements in this Agreement.
Purchaser shall cooperate with Seller in defending any demands, claims asserted
or actions filed for which Seller may be liable under the provisions of this
subparagraph by giving prompt notice to Seller of the assertion or existence of
any such demands, claims or causes of action whereupon Seller shall forthwith
assume the defense of any such demand, claim or action and Purchaser shall
furnish such documents and information as may be reasonably requested by
attorneys for Seller. In the event Seller shall fail to assume the defense of
any such demand, claim or action or to settle such demand, claim or action,
Purchaser shall have the right to defend or compromise or settle (which such
compromise or settlement and the amount thereof shall be in the sole and
absolute discretion of Purchaser) any such demand, claim or action and Purchaser
shall be reimbursed by Seller for the actual out-of-pocket-expenses, including
reasonable attorneys' fees expended or incurred, of Purchaser expended in
connection with the defense or settlement of any such demand, claim or action,
plus the amount paid or incurred for the settlement or compromise of any such
demand, claim or action.
9.2 Buyer shall indemnify and hold harmless Seller against any and all
liabilities, losses, damages, claims, demands, costs, expenses or judgments of
every kind and description whatsoever that result from claims asserted against
Seller by a third party arising from any action or inaction by or activities or
inactivity of Purchaser after the date of this Agreement, or arising, resulting
from or related to the conduct of Purchaser's business arising, resulting from,
or relating to any breach of, or failure by Purchaser to perform any of its
representations, warranties, covenants, or agreements in this Agreement. Seller
shall cooperate with Purchaser in defending any demands, claims asserted or
actions filed for which Purchaser may be liable under the provisions of this
subparagraph by giving notice to Seller of the assertion or existence of any
such demands, claims or causes of action whereupon Purchaser shall forthwith
assume the defense of any such demand, claim or action and by furnishing such
documents and information as may be reasonably requested by attorneys for
Purchaser. In the event
Purchaser shall fail to assume the defense of any such demand, claim or action
or to settle such demand, claim or action, Seller shall have the right to defend
or compromise or settle (which such compromise or settlement and the amount
hereof shall be in the sole and absolute discretion of Seller).
ARTICLE X
----------
ARBITRATION CLAUSE
-------------------
10.1 Arbitration. Any controversy or claim arising out of or
------------
relating to this Agreement, or any breach hereof, shall be settled by
arbitration in Los Angeles, California before three arbitrators in accordance
with the commercial rules of the American Arbitration Association. The
arbitrators shall be selected in accordance with said Rules. Judgment upon the
award rendered by the arbitrators shall be final and binding on the parties, not
subject to any appeal and may be entered in any court having jurisdiction
thereof. The laws of the State of California, including its procedural laws,
shall control said arbitration proceeding and the interpretation of this
Agreement. The arbitrators shall decide on the matter of costs of the
arbitration, including costs enforcement of judgment upon the award, and may
award reasonable attorney's fees and costs. In the event of a default of the
Goldcrown, YourNet, Oxford agreement which this agreement is an exhibit, Buyer
agrees to return all options not exercised and the proceeds from all options
exercised.
ARTICLE XI
-----------
MISCELLANEOUS PROVISIONS
-------------------------
11.1 Amendment and Modification. Subject to applicable law, this
----------------------------
Agreement may be amended, modified and supplemented only by written agreement of
Seller and Buyer.
11.2 Waiver of Compliance; Consents. Any failure of Seller or Buyer
------------------------------
to comply with any obligation, covenant, condition herein may be waived in
writing by Buyer or Seller, respectively, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition
shall not operate as waiver of or estoppel with respect to any subsequent or
other failure.
11.3 Expenses. Each party will pay its own legal, accounting and
--------
other expenses incurred by it or on its behalf in connection with this Agreement
and the transactions contemplated herein.
11.4 Notices. All consents, approvals, claims, notices, requests,
-------
demands and other communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given or made when delivered by
hand or when actually received:
If to Seller, to:
Bodet, Ltd.
Herald House, 00 Xxxx Xxxxxx
Xx. Xxxxxxx, Xxxxxx XX00X0
AND
Xxxx X. Xxxxxxx
Law Offices of Xxxx X. Xxxxxxx
00000 Xxxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000
It to Buyer, to:
Oxford Capital, Corp.
Attention Xxxxxx Xxxxxxxx
0000-00xx Xxx XX
Xxxxxxx, Xxxxxxx
Xxxxxx X0X OA7
11.5 Assignment. This Agreement and all of the provisions hereof shall
----------
be binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns, but neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
either of the parties hereto without the prior written consent of the other
party.
11.6 Neutral Interpretation. This Agreement constitutes the product
----------------------
of the negotiation of the parties hereto and the enforcement hereof must be
interpreted in neutral manner, and not more strongly for or against any party
based upon the source of the draftsmanship hereof.
11.7 Entire Agreement; Amendment. This Agreement constitutes the
------------------------------
entire agreement between the parties and supersedes all prior or contemporaneous
agreements and understandings, oral and written, between the parties hereto with
respect to the subject matter hereof. This Agreement may not be amended,
modified or terminated unless in a written instrument executed by the party or
parties sought to be bound.
11.8 Headings. The section and other headings contained in this
---------
Agreement are for reference purposes only and shall not be deemed to be part of
this Agreement or to affect the meaning or interpretation of the Agreement.
11.9 Counterparts. This Agreement may be executed in any number of
-------------
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instruments.
11.10 Time of Essence. Time is of the essence of this Agreement.
------------------
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written-above.
Bodet, LTD.
/s/unknown
_________________________
, Trustee
OXFORD CAPITAL, CORP.
/s/ Xxxxxx Xxxxxxxx
__________________________
Xxxxxx Xxxxxxxx, Officer
