Asset Purchase Agreement
This Asset Purchase Agreement (the "Agreement") is made this 22nd day of
January 2004 between MyZipSoft, Inc. located at 0000 Xxxxxxxx Xxxxx,
Xxxxx X0, Xxxxxxx Xxxxx, Xxxxxxx 00000, hereinafter "MZS" and Freedom 4
Wireless, Inc. hereinafter "F4W". F4W's mailing address is Xxxx
Xxxxxx Xxx 000, Xxxxxxx, XX 00000-0000.
Recitals
WHEREAS, Pursuant to an Agreement between parties on 11/28/03, MZS is
desirous to purchase certain assets of Freedom 4 Wireless, Inc. in order to
avail itself of F4W's expertise, background and knowledge of, but not limited
to, creative management, spin offs, MESH wireless technology, securities,
structuring of joint ventures and acquisitions. MZS is willing to purchase
said assets, expertise and technologies and explore business opportunities
based upon the terms and conditions herein contained.
WHEREAS, F4W agrees to sell said assets to MZS in accordance with the following
terms and conditions and is able to perform pursuant to them:
NOW and THEREFORE, in consideration of the recitals, promises and conditions
contained herein, MZS and F4W agree as following:
1) Acquisition: MZS hereby agrees to:
Purchase said assets of F4W for 95% of its outstanding shares, which
amounts to 49,955,112 after effectuating a reverse split of 20 to 1
resulting in 2,497,756 shares for the pre-acquisition MZS
shareholders. F4W will be issued 47,457,356 shares. F4W agrees to buy
up all fractional shares from post-reverse shareholders for cash.
MZS will effectuate the surrender of its total pre-spin off
outstanding shares which equates to one hundred (100) shares presently
in the name of eCom xXxx.xxx, Inc. along with all corporate records.
Establish an updated post-acquisition shareholder list with Florida
Atlantic Stock Transfer (FAST), which reflects a post spin off from eCom
xXxx.xxx, Inc. Date of Record of February 23, 2004.
Advise regarding marketing programs for growth of existing business and
creation of new business opportunities including potential mergers or
acquisitions.
2) MZS hereby agrees to:
Change the name from MZS to Freedom 4 Wireless, Inc. Also to apply to
the American Stock Exchange for listing as soon as it can qualify.
3) Officers and Directors:
Xxxxx X. Xxxxxx, MZS President and sole Director shall resign both
offices.
Xxxxxx X. Xxxxxxxx will be appointed Secretary and a member of the Board
of Directors of F4W.
Xxxxx X. Xxxxxxx will be appointed President and a member of the Board
of Directors of F4W.
Xxxxxxx X. Xxxxxx will be appointed Treasurer and a member of the Board
of Directors of F4W.
4) Compensation to Treasurer:
F4W agrees to compensate the Treasurer as indicated in the American
Capital Holdings, Inc. agreement.
5) Other Conditions:
A SEC Form 10 and SB-2 registration statement will be filed for the spin
off process. All shares will be held in escrow until released by the F4W
Board of Directors. This transaction shall close on the receipt of an
effective date of the above described SB-2 filing.
F4W will obtain a new CUSIP number and trading symbol.
6) Notice: Notice pursuant to this agreement shall be considered valid by
personal service or depositing in United States Postal Service certified
mail to the address heretofore given by the parties. Each party, upon
written notice, may change the address of notice.
7) Benefit of Agreement: This agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs and
successors and assigns.
8) Governing Law: This agreement shall be governed and construed by the
Laws of the State of Florida.
9) Assignment: No assignment, in part or whole shall be made of this
agreement without the written consent of both parties and should such
assignment be made without consent, such assignment will constitute a
breach of this agreement.
10) Entire Agreement: This agreement constitutes the entire agreement and
may be modified only in writing with concurrence of both parties.
11) Litigation: Upon the event of litigation, the prevailing party shall be
entitled to fees and expenses as awarded by a competent jurisdiction
from the other party.
In witness whereof, both parties hereby agree to this Agreement this 22nd day
of January 2004.
MyZipSoft, Inc.: Freedom 4 Wireless, Inc.
BY: /s/ Xxxxx X. Xxxxxx BY: /s/ Xxxxxx X. Xxxxxxxx
__________________________ _____________________________
Xxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxxxx, President
