TRANSFER AGREEMENT
THIS AGREEMENT is made effective as of the lst day of 0ctober, 1997, between
GALAXY MALL, INC., a Wyoming Corporation with a principal place of business at
0000 Xxxxx Xxxxxx Xxxx, Xxxxx, Xxxx 00000, (hereinafter referred to as
GALAXY), and COOP BUSINESS SERVICES, a privately held business owned by XXXXX
XXXXXXX AND XXXX X. XXXXXXX with a principal place of business at 0000 Xxxxx
Xxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxx 00000, (hereinafter referred to as COOP).
WITNESSETH
WHEREAS GALAXY, is in the business of providing electronic storefront,
Internet hosting and related services via an electronic mail on the World Wide
Web known as "Galaxy Mall"; and
WHEREAS COOP is in the business of offering customer support,
electronic storefront programming, and client interface with merchants and
clients of the electronic Internet Mall known as "The Galaxy Mall"; and
WHEREAS GALAXY desires to assume the customer service and programming
business and all related customer service, computer programming, or client
interface programs from COOP for merchants and storefronts on the Galaxy Mall;
and
WHEREAS COOP is willing to transfer the customer service and
programming business and all related customer service, computer programming,
or client interface programs from COOP for merchants and storefronts on the
Galaxy Mall; and
WHEREAS COOP understands there is an undetermined value for said
customer service business and its related income opportunity; and
WHEREAS GALAXY and COOP are willing to enter into an exchange agreement
pursuant to the terms hereof
NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which the parties
hereto acknowledge, the parties agree to, and hereby agree as follows:
I . TRANSFER TERMS FOR THE COOP BUSINESS: COOP currently has outstanding
payables of approximately $85,000.00 more or less which are hereby assumed by
GALAXY. COOP currently has certain computers, office equipment and other
related inventory items, more or less. These assets are hereby transferred to
GALAXY.
2. ASSUMPTION OF LEASES, AND COMPANY OBLIGATIONS: GALAXY hereby agrees to
assume full and complete responsibility for the payment of all sums due or
that may become due in the future by COOP for such items' as:
A. Assumption of all telecommunication, phone, Internet connection, rent
and related lease or payment obligations.
B. Assumption of all existing payables for expenses directly or
indirectly incurred in providing customer service to Galaxy Mall merchants.
3. AGREEMENT OF CANCELLATION OF PREVIOUS EXCLUSIVE MARKETING AGREEMENT. GALAXY
and COOP hereby agree to the termination of that prior exclusive
marketing agreement dated August 1, 1996 between GALAXY ENTERPRISES, INC., the
parent company of GALAXY, and PROFIT EDUCATION SYSTEM, INC., in which the
parties agreed that COOP would provide the customer service and programming
responsibilities for merchants and clients of The Galaxy Mall. From the
effective date of this agreement GALAXY assumes all responsibility for
providing the customer service and programming functions for merchants and
clients of GALAXY or The Galaxy Mall.
4. BENEFICIAL INTERESTS. GALAXY understands and recognizes that Xxxx X.
Xxxxxxx, and Xxxxx Xxxxxxx are either stockholders of both GALAXY and COOP or
have employment, speaking, or consulting agreements with one or both
companies.
5. TERM OF THIS AGREEMENT. This Agreement will remain in effect in perpetuity.
6. ASSIGNMENT COOP agrees that this Agreement may only be assigned to another
party if said assignment does not injure the non assigning party.
7. COMPLIANCE WITH LAWS. GALAXY and COOP shall conduct and maintain, at all
times, its activities and business operations in strict compliance with all
federal and state laws as applicable hereto.
8. NOTICES. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to
be given, or on the third day after mailing, if mailed to the party to whom
notice is to be given, by first-class, registered or certified mail,
postage prepaid, and unless either party should notify the other party in
writing of a change of address, properly addressed, as follows:
To: GALAXY Attention: Xxxxxxx Xxxxx, Vice President
Galaxy Mall, Inc.
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
To: XXXX X. XXXXXXX Xxxx X. Xxxxxxx
0000 Xxxxx Xxx Xx.
Xxxxx, XX 00000
To: XXXXX XXXXXXX Xxxxx Xxxxxxx
0000 Xxxxx Xxx Xx.
Xxxxx, XX 00000
9. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the
parties. It may not be changed orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
10. SUCCESSION. This Agreement shall inure to the benefit and be binding upon
the parties hereto and upon their assignees and successors in interest of any
kind whatsoever.
11. SECTION HEADINGS. The section headings herein have been inserted for
convenience only and shall not be deemed to limit or otherwise affect the
construction of any provision herein.
12. SITUS. This Agreement shall be governed by the laws of the state of Utah.
13. ATTORNEY'S FEES. In the event of a breach of this Agreement, the breaching
party shall pay to the enforcing party all reasonable costs of enforcement,
with or without suit, including a reasonable attorney's fee, together with
such other legal costs as may be authorized by law.
14. SEVERABILITY. In the event any section, paragraph, or portion of this
Agreement shall be deemed to be by any court having lawful jurisdiction of the
subject matter of this Agreement void, voidable, or invalid for any reason,
this Agreement shall be otherwise valid, and enforceable as if said void,
voidable, or invalid article, section, paragraph, or portion of this Agreement
had not been a part hereof in the first instance.
15. AUTHORITY TO BIND. Each person executing this Agreement hereby warrants
that he has full and legal authority to execute this Agreement for and on
behalf of the respective parties, and no further approval or consent of any
other person is necessary in connection therewith. Further, each person
executing this Agreement covenants and represents that the execution of
this Agreement is not in contravention of and will not result in a breach of
any other agreement, contract, instrument, order, judgement or decree to which
such person is a party.
16. COUNTERPARTS. This Agreement may be executed in duplicate originals, each
of which shall be considered an original. For purposes of this section 2 1,
facsimile copies of this Agreement executed and transmitted by a party shall
be binding against such party as an original thereof.
17. CONFIDENTIALITY. The parties agree that the terms of this Agreement shall
remain confidential and shall not be publicized nor disclosed, other than to
management without the prior written consent of the non-disclosing party.
IN WITNESS WHEREOF, the parties hereto this 15th day of August, 1997
have hereunto set their hands and seals effective the day and year first
written above.
GALAXY MALL, INC.
By:/S/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Vice President
XXXX X. XXXXXXX
By:/s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
XXXXX XXXXXXX
By:/s/Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
