4
EX-10.i.b
AGREEMENT TO PURCHASE AND SALE OF EXCLUSIVE
MARKETING RIGHTS
Agreement dated as of the 19th day of March, 1998 by and among Catalyst
Communications, Inc., a Utah corporation maintaining its business at 000
Xxxxxxxxxx Xxxx., Xxxxxxxx, XX, 00000, (the "Seller"); and Global Resources
Group, Inc., (the "Buyer"), a Nevada corporation, maintaining its business
office at 0000 Xxxxxxxxx Xxx, Xxxxx 000, X Xxxx Xxxxx, XX, 00000.
Background Information
Seller is engaged in the prepaid phone card business. Buyer desires to acquire
certain Exclusive Marketing Rights to products described within agreements
signed between Seller and RealTime Media, Inc. on July 14, 1997 and September
12, 1997, held by Seller. In addition, Buyer desires to buy all existing retail
contracts for said products. Seller is willing to sell the exclusive marketing
rights to Buyer, but only upon the terms and conditions hereinafter set forth.
Accordingly, in consideration of the premises and the mutual agreements
contained in this Agreement, Seller and Buyer hereby agree as follows:
Operative Provisions
1. Agreement to Sell and Purchase. Subject to the terms and conditions of this
Agreement, at the closing referred to in Section 2. hereof (the "Closing"), the
Buyer shall acquire all exclusive marketing rights of Seller in and to the
internationally patented products listed or described in "Exhibit A" attached
hereto.
2. Closing. The consummation of the transactions contemplated by this Agreement
shall take place at a closing (the "Closing") to be held on March 4, 1998 (the
"Closing Date"), at the office of the Seller, or at such other date or place as
the parties hereto may mutually agree; provided that either party may terminate
this Agreement immediately upon notice if the closing shall not have occurred by
7:00 p.m., Sarasota, Florida time on March 5, 1998. Buyer shall deliver to
Seller all common stock shares of Global Resources Groups, Inc. in accordance
with Section 3 (a) (1) hereof.
3. Purchase Price and Payments.
(a) The Purchase Price shall be paid in the following manner:
(1) At the Closing, the Buyer shall deliver 3,150,000 common shares
of Global Resources Group, Inc. stock, of which 3,000,000 will be
restricted common stock shares and 150,000 will be market
tradeable common stock.
4. No Assumption of Liabilities.
(a) Liabilities Not Assumed. Buyer shall not assume or be responsible
for any liability or obligation of Seller, and Seller shall continue to
be responsible for all its known and unknown liabilities and
obligations, whether arising prior to, on, or subsequent to the Closing
Date ("Retained Liabilities").
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(b) Adjustments. Buyer and Seller shall make adjustments to the Purchase
Price that may be appropriate so that Buyer does not both pay Seller for
any asset and assume Seller's liability to pay the Purchase Price
thereof to a third party.
5. Representations and Warranties by Seller and Shareholder. To induce the
Buyer to enter into this Agreement, Seller represent and warrants as
follows:
(a) Organization and Standing by Seller. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Utah; and has all requisite corporate power and authority to
perform its duties under the Contracts and to provide the Services now
being offered pursuant thereto. The Seller is licensed to do business
and/or qualified as a foreign corporation in any jurisdiction in which
it is registered to perform the Services under the Contract. Seller has
the corporate power to sell, assign, transfer, convey and deliver the
Exclusive Marketing Rights contemplated by this Agreement.
(b) Authorization. The execution, delivery and performance of this
Agreement by Seller and its consummation of the transactions
contemplated hereby have been duly authorized by Seller, which
authorization and approval constitute all authorization necessary on the
part of Seller. The execution, delivery and performance of this
Agreement do not and will not violate or result in a breach or give rise
to any fight of termination or acceleration under any provision of any
obligation, agreement, instrument or other document to which Seller is a
party or by which it is otherwise bound, or any order or judgement of
any court or governmental authority having jurisdiction over Seller or
any of its assets, and will not violate any provision of Seller's
Articles of Incorporation or By-Laws. This Agreement constitutes the
legal, valid and binding obligation of Seller, enforceable in accordance
with its terms.
(c) Compliance with Laws. Seller has materially complied with all
applicable laws and regulations of foreign, federal, state, local and
other governmental authorities and agencies which affect the aforesaid
marketing rights. Neither Seller nor Buyer has received a notice or been
made aware of any charge asserting any violation of any law with regard
to the Services provided pursuant to the marketing rights.
(d) Absence of Undisclosed Liabilities. To the best knowledge of Seller,
Seller has no liabilities or obligations of any nature, whether accrued,
absolute, contingent or otherwise, arising under or claiming an interest
in said marketing rights. Seller knows nor has any reason to know of any
basis for the assertion of any such liability or obligation.
6. Buyer's Representations and Warranties. To induce Seller to enter into this
Agreement, Buyer represents and warrants as follows:
(a) Organization and Standing of Buyer. The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the
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State of Nevada, is properly qualified to do business in Florida as a
foreign corporation and has all requisite corporate power and authority,
and all contract rights, to own its assets and to carry on and engage in
its business affairs as now conducted.
(b) Authorization. When executed and delivered by the Buyer, this
Agreement will constitute a valid and binding obligation of the Buyer,
enforceable in accordance with its terms.
7. Further Assurances. Seller agrees that, at any time and from time to time
after the Closing Date, it will execute and deliver to Buyer such further
conveyances, assignments and other written assurances as Buyer may reasonably
request in order to vest and confirm in Buyer, or its assignee, title to the
Exclusive Marketing Rights to be transferred, assigned and conveyed hereunder.
Following the Closing Date, Seller will provide without charge such
explanations, descriptions and general information as Buyer may reasonably
request with respect to the Exclusive Marketing Rights.
8. Survival of Warranties. All representations and warranties in this Agreement
shall survive for a period of three (3) years following the Closing Date,
notwithstanding any investigation by or on behalf of any party.
9. Brokerage Fees. Seller and Buyer hereby severally represent and warrant
to each other that they have not, respectively, incurred any liability
for brokerage or finders' fees or agents' commissions in connection
with this Agreement or the transactions contemplated hereby.
10. Miscellaneous.
(a) Assignability. This Agreement shall not be assignable by either party
without the prior written consent of the other party. This Agreement
shall inure to the benefit of and be enforceable by the permitted
successors and assigns of the parties hereto and shall be binding upon
their respective permitted successors and assigns.
(b) Notices. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing (including
facsimile transmission or similar writing) addressed:
If to Seller:
Xxxx X. Xxxxx
Chief Executive Officer
Catalyst Communications, Inc.
000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
941/923-1949 - 941/000-0000 (FAX)
If to Buyer:
Xxxxx Xxxx
Chief Executive Officer
Global Resources Group, Inc
0000 Xxxxxxxxx Xxx
Xxxxx 000
X. Xxxx Xxxxx, XX 00000
561/802-3111
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Each notice, request, demand or other communication shall be effective
and deemed to have been received, (a) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified above and
confirmation is received, (b) if given by mail, the earlier of actual
receipt or 72 hours after such communication is deposited in the mail
with registered first class postage prepaid, addressed as aforesaid,
(c) if given by an overnight courier service of national recognition,
the business day following the business day of deposit with such
service, together with a proper airbill affixed, addressed as aforesaid
and shipping charges prepaid or prearranged, or (d) if given by any
other means, when delivered to the aforesaid address. Either party may
change the address to which notices are to be delivered to it by giving
written notice of such other address to the other party.
(d) Severability; Amendments; Captions. The invalidity or
unenforceability of any provision herein shall not offset the validity
or enforceability of any provision hereof. This Agreement shall not be
modified, amended or terminated except by written agreement of both
parties. Captions appearing in this Agreement are for convenience only
and shall not be deemed to explain, limit, or amplify the provisions
hereof.
(e) Application of Florida Law; Venue. This Agreement, and the applications
or interpretation thereof, shall be governed exclusively by its terms
and by the laws of the State of Florida. Venue for any legal action
which may be brought thereunder shall be deemed to lie in Palm Beach
County, Florida.
(f) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto the
day and year first above written.
Attest: CATALYST COMMUNICATIONS, INC.
By: Xxxx X Xxxxx
Secretary Xxxx X. Xxxxx
Chairman
Attest: GLOBAL RESOURCES GROUP, INC.
By: Xxxxx Xxxx
Secretary Xxxxx Xxxx
Chief Executive Officer
CCL98.1
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