[LOGO]
VIA FEDERAL EXPRESS
August 3, 1998
Xxxxxx Xxxxx
000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
Dear Xxxxxx:
This letter will confirm the understanding and agreement between Xxxxxx Xxxxx
("Seller") and DVD EXPRESS, Inc. ("Buyer") regarding sale and transfer of the
following domain names XXX.XXX, XXXXXXXXXXX.XXX, XXXXXXXXXXX.XXX and
XXXXXXXXXXX.XXX (collectively, the "Property").
Subject to the terms and conditions of this Agreement, Xxxxxx agrees to sell
and Xxxxx agrees to purchase all rights in and to the Property.
The Property consists of the domain name "XXX.XXX" "XXXXXXXXXXX.XXX",
"XXXXXXXXXXX.XXX" and "XXXXXXXXXXX.XXX", together with the domain name
registration through Network Solutions, Inc. Internet Network Information
Center ("InterNic"), as originally registered by Seller on September 3, 1995,
May 2, 1995, August 15, 1995 and August 28, 1995, respectively.
The consideration for the Property shall be $200,553. The total sum shall be
placed in the client trust account at the law firm of Troop Xxxxxxx Xxxxxx
Xxxxxxx & Xxxxx, LLP, 00000 Xxxxxxxx Xxxx. Los Angeles, Ca. 90024 and be
released to Seller upon confirmation of the completed transfer of the
Property by Network Solutions, Inc. through the Internet Network Information
Center ("InterNic").
In addition to the compensation provided herein, Buyer will issue to Seller,
a one-year option to purchase 10,000 shares of Buyer's common stock at an
exercise price of $7.00 per share.
Seller represents and warrants that the Property is free and clear of all
liens and encumbrances, that the Property does not infringe upon the
trademark or other intellectual property of any third party, and that Seller
has the right to enter into this agreement. Seller will provide all
information and assistance necessary to allow Buyer to complete a transfer of
the property to Buyer within InterNic or such other organization that may
effect such sale and transfer.
Upon demand of any party, any dispute shall be resolved by binding
arbitration under proceedings administered by the American Arbitration
Association or such other administrator as the parties mutually agree.
Please indicate your agreement to the above terms by signing below where
indicated, and returning to my attention.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
DVD EXPRESS, Inc.
Agreed and accepted:
/s/ Xxxxxx Xxxxx 8/5/98
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Xxxxxx Xxxxx Date
