Exhibit 10.15
CONTRACT OF SALE
Electra-Net, L.C. ("Electra-Net") agrees to transfer all of its assets to
Electronic Transmission Corporation ("ETC") under the following terms and
conditions.
Electra-Net hereby sells, transfers and conveys all of its right, title and
interest in its business activities (hereinafter the Electra-Net Business) as
well as all of its assets, including but not limited to contracts, agreements,
accounts receivable and goodwill to Electronic Transmission Corporation.
Electra-Net additionally grants a twenty-nine year license to use the name
"Electra-Net" to ETC.
ETC will pay Electra-Net the equivalent of five hundred thousand dollars
($500,000) in ETC common stock, which is herein deemed to be 400,000 shares.
ETC agrees that it will maintain separate accounting records for Electra-Net
Business and that this agreement will apply to any transfer of ownership
interests in such business activities to third parties. ETC further agrees not
to assign, sell or otherwise transfer this Contract of Sale, or any interest
herein without the prior written consent of Xxxxxx, such consent not being
unreasonably withheld.
This agreement and all exhibits attached hereto and expressly made a part hereof
shall constitute the entire agreement relating to the subject matter hereof
between the parties hereto. Each party acknowledges that no representation,
inducement, promise or agreement has been made orally or otherwise, by the other
party, or anyone acting on behalf of the other party, unless such
representation, inducement, promise or agreement is embodied in this agreement,
expressly or by incorporation. No amendment to this agreement shall be valid
unless it is in writing and signed by the parties.
This agreement shall be governed by and construed in accordance with the laws of
the State of Texas and if any provision hereof is held to be invalid or
unenforceable, the remaining provisions shall be deemed valid unless the
provision held invalid or unenforceable shall substantially impair the benefits
of the remaining portions of this agreement. The waiver by either party of any
breach by the other party of any of the provisions of this agreement shall not
constitute a continuing waiver or a waiver of any subsequent breach of the same
or of a different provision of this agreement.
Any notice or other communication made or contemplated by this agreement to be
in writing shall be deemed to have been received by the party to whom it is
addressed five (5) days after it is deposited in the United States mail, postage
prepaid, return receipt requested, and addressed ad follows:
If to ETC: Electronic Transmission Corporation
0000 Xxxxxxx Xx., Xxxxx 000
Xxxxxx, Xxxxx 00000
If to Xxxxxx: Mr. L. Xxxx Xxxxxx
0000 Xxxxxxxx
Xxxxxx, Xxxxx 00000
This Contract of Sale is effective April 1, 1997.
Electra-Net, L.C.
\s\ L. Xxxx Xxxxxx
L. Xxxx Xxxxxx, Principle
Electronic Transmission Corporation
\s\ L. Xxxx Xxxxxx
L. Xxxx Xxxxxx
Chairman, CEO
