TRANSFER OF OWNERSHIP
THIS AGREEMENT effective the _____ day of ______, 2000 by and between:
EL MORO FINANCE LTD., a company incorporated under the laws of the British
Virgin Islands, with a registered address at Pasea Estate, Road Town, Tortola,
B.V.I., ("El Moro"); and
XXXXXXXX.XXX CORPORATION, a company incorporated under the laws of Florida,
United States, with a registered address at 000 Xxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxx, Xxxxxxx, 00000, and its subsidiaries, in whole or in part, ("Cyberoad").
NOW THEREFORE this Agreement witnesses that in consideration for the mutual
terms and conditions contained herein, the parties hereto agree as follows:
RECITALS
The Parties hereto have entered into an agreement called the Revolving Line of
Credit Agreement, (the "Agreement") dated for reference the 10th day of December
1999, and attached hereto;
El Moro has provided to Cyberoad written notice in accordance with Item 2 of the
Agreement, and expressed its desire to collect on the loan in full, for the
amount of U.S. $500,000; and
Cyberoad hereby acknowledges that is it the 100% owner of Sistemas de
Informacion Tecnologies, S.I.T., S.A. and the 100% owner of Informacion y
Tecnologia Canadiense, S.A.
NOW THEREFORE, this agreement witnesses that in consideration for the terms and
conditions provided herein, the parties agree as follows:
TERMS & CONDITIONS
1. Cyberoad hereby agrees to transfer 100% ownership of Sistemas de
Informacion Tecnologies, S.I.T., S.A. and Informacion y Tecnologia
Canadiense, S.A., to El Moro as payment in full of its revolving line of
credit for the amount of U.S. $500,000 plus interest, as set out in the
Agreement. A breakdown of the Assets, Equipment, Furniture and Fixtures
involved is attached hereto as Schedule "A".
2. In consideration for such transfer of ownership, El Moro hereby
acknowledges and agrees that the terms and conditions as set out in the
Agreement have been met full, and in no way is Cyberoad or its
subsidiaries, in whole or in part, further obligated to El Moro in respect
to the line of credit amount of U.S. $500,000 plus interest, as set out in
the Agreement.
3. Also as part of the consideration for such transfer of ownership, El Moro
agrees to furnish back to Cyberoad, the right to enter into a Service
Provision Agreement for the use of facilities in Costa Rica and its
services. Such agreement shall be provided under separate cover and
attached hereto upon execution.
4. As final part of the consideration for such transfer, Cyberoad and El Moro
agree to enter into a Transaction Processing Agreement attached hereto and
more fully described therein, with Corporacion Xxxxx.xxx, S.A., a wholly
owned subsidiary of Cyberoad.
5. Entire Agreement. Except as specifically provided for herein, this
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Agreement contains the entire and only Agreement and understanding between
the parties, relating to this specific subject matter, and supercedes all
proposals, written or oral, and all other communications between the
parties hereto. This Agreement may not be modified except in writing,
signed by both parties hereto.
6. Notice. Any notice required herein shall be deemed to have been properly
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given 48 hours after being sent to the address of record for the other
party, by fax, email, mail or commercial courier service. The addresses for
such notice shall be:
Xxxxxxxx.xxx Corporation
Oficentro Sabana Sur
Edificio 7, 5 Piso
San Xxxx, Costa Rica
El Moro Finance Ltd.
Pasea Estate, Road Town
Tortola, B.V.I.
7. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of Florida, U.S.A.
8. Enurement. This Agreement shall be binding upon and enure to the benefit of
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the parties hereto and their respective successors and assigns.
9. Assigns. This Agreement is not assignable by either party, without the
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written consent of the other party, which consent shall not be unreasonably
withheld.
10. Survivability. In the event that any provision of this Agreement proves to
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be invalid, void or illegal, that provision shall be deemed to be severed
from this Agreement, and shall in no way affect, impair or invalidate any
other provision or the Agreement as a whole. All other provisions contained
herein will remain in full force and effect.
EXECUTION IN COUNTERPART
This instrument may be signed in counterpart, in as many counterparts as may be
necessary. Each instrument shall bear the date first written above, and shall be
deemed to be an original, forming one and the same instrument.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be executed
personally or by their duly authorized officers as of the day and year first
written above.
XXXXXXXX.XXX CORPORATION EL MORO FINANCE LTD.
/s/ Xxxx Xxxxxx /s/ Xxx-Xxxxx Xxxxxxxxxx
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Xxxx Xxxxxx, Xxx-Xxxxx Xxxxxxxxxx,
President Director
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
SCHEDULE "A"
The Assets, Equipment, Furniture and Fixtures as described herein shall
include but not be limited to, all of the above located within the
premises at Oficentro Xxxxxx Xxx, Xxxxxxxx 0, 0 Xxxx, Xxx Xxxx, Xxxxx
Xxxx and more fully described as:
Assignment of Lease to Premises
Office Furniture and Fixtures
Computer Hardware and Equipment
AMENDMENT
THIS AMENDMENT to the TRANSFER AGREEMENT (the "Agreement") dated for reference
June 27, 2000 is made and entered into as of the 13th day of July, 2000, by the
parties (the "Parties") to the Agreement and acknowledged and agreed to in full.
WHEREAS the Parties hereto wish to amend the Agreement, specifically item 1 of
the Terms and Conditions to read as follows:
1. Cyberoad hereby agrees to transfer 100% of the outstanding capital stock of
Sistemas de Infromacion Tecnologies, S.I.T. S.A. and Informacion y
Tecnologia Canadiense, S.A. (together, the "Companies") to El Moro as
payment of Cyberoad's revolving line of credit in the amount of U.S.
$500,000.00 plus interest accrued to the date of the Agreement (the "Payoff
Amount").
2. The difference between the Payoff Amount and the book value of the
Companies is hereinafter referred to as the "Shortfall". Cyberoad hereby
grants to El Moro for a six month period, the option to convert the
Shortfall into shares of common stock of Cyberoad, with each share of
common stock of Cyberoad valued at the ten trading day average (ending on
the day prior to a request to convert) of the closing sale process as
reported by the exchange, quotation service or over the counter trading
system on which Cyberoad may then be listed, or if none, at the price of
the last financing completed by Cyberoad. El Moro may convert the Shortfall
on whole or in part; provided however if the Shortfall has not been
converted in full within six months of the date of the Agreement, the
remaining amount of the Shortfall shall automatically be converted into
shares of common stock of Cyberoad pursuant to the per share value set
forth above.
ACKNOWLEDGED AND AGREED TO BY:
XXXXXXXX.XXX CORPORATION EL MORO FINANCE LTD.
/s/ Xxxx Xxxxxx /s/ Xxx-Xxxxx Xxxxxxxxxx
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Xxxx Xxxxxx, President Xxx-Xxxxx Xxxxxxxxxx, Director
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx, Director
