EXHIBIT 10.9
AGREEMENT FOR PURCHASE OF
NETWORK REAL ESTATE, INC.
LICENSING AGREEMENTS AND TRADEMARKS DATED
JUNE 12, 1997
AGREEMENT FOR PURCHASE OF
NETWORK REAL ESTATE, INC.
LICENSING AGREEMENTS AND TRADEMARKS
This agreement is made as of June 12, 1997 by and between NETWORK REAL
ESTATE, INC. and HOMELIFE, INC.
RECITALS
Whereas, HomeLife, Inc. ("H.I.") desires to purchase the licensing agreements
and trademarks of Network Real Estate, Inc. ("N.R.E")
Whereas, Network Real Estate is desirous to convey its real estate operation
including the licensing agreements and trademarks.
NOW THEREFORE; the parties agree as follows:
(1) TRANSFER OF ASSETS
Effective on or before August 20, 1997, N.R.E. will transfer and assign to
H.I. the real estate operations of N.R.E. including the trademarks and
licensing agreements. (See Exhibit A.)
(2) SALES PRICE AND TERMS
H.I. agrees to pay N.R.E. $100,000 as follows:
(A) $10,000 cash down payment upon the closing on or before August 20th, 1997,
including assignment of all agreements.
(B) $10,000 promissory note @ 8% interest due and payable on or before October,
25, 1997.
(C) $80,000 in preferred convertible redeemable shares of HI stock carrying 8%
interest which will be accrued and payable in 12 months or when redeemed.
Said stock will be guaranteed at a price of $5.00 per share when converted
after a period of twelve months. These preferred convertible shares of HI
are secured by the contracts assigned under "Exhibit A". H.I. represents
and warrants that it is duly authorized to issue these preferred
convertible shares, can be validly issued, and will be free and clear of
all preemptive rights, rights of first refusal, liens, charges, claims and
encumbrances. HomeLife has the option to buy back the shares at $5.00 per
share in twelve (12) months or any time prior to twelve months.
(4) BOARD APPROVALS
H.I. and N.R.E. are each responsible to obtain any Board of Director approval as
necessary prior to closing on or before June 25, 1997.
(5) CLOSING
Closing to be on or before August 20, 1997 at the offices of Network
Real Estate, Inc., 0000 00xx Xxxxxx, Xxxxx # 000, Xxxxxxxx, Xxxxxxxxxx.
(6) ENTIRE AGREEMENT
This contract constitutes the sole and only Agreement between Buyer and
Seller respecting said sale of Assets in this Agreement and correctly
sets forth the obligation of Seller and Buyer to each other as of its
date. Any agreements or representations not expressly set forth in this
Agreement are null and void.
(7) NOTICES
Any and all notices or other communications required or permitted by this
Agreement or by law to be served on or given to either party hereto, Buyer or
Seller, by the other party to this Agreement shall be in writing and should
be effective only if delivered by personal service or mailed, United States
mail, postage prepaid to:
Xxxx Xxxxxxxx Xxx Xxxx
HomeLife, Inc. Network Real Estate, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000 0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000 Xxxxxxxx, XX 00000
(8) BINDING ON SUCCESSORS
Unless otherwise provided in this Agreement, each and all of the covenants,
terms, provisions, and Agreements contained herein shall be binding upon and
inure to the benefit of the successors, executors, heirs, representatives,
administrators and assigns of the parties hereto.
(9) SEVERABILITY
If any provisions of this Agreement, or the application thereof, shall for
any reason and to any extent be invalid or unenforceable, the remainder of
this Agreement shall be interpreted as best to reasonably effect the intent
of the parties hereto.
(10) AMENDMENT
Any term or provision of this Agreement may be amended only by a writing
signed by the parties to be bound thereby.
(11) ATTORNEY'S FEES
Should any action be commenced between the parties to this Agreement, the
party prevailing in the action shall be entitled, in addition to such other
relief as may be granted, to a reasonable sum as and for attorney's fees.
(12) FURTHER ASSURANCES
Each party agrees to cooperate fully with the other party and to execute such
further instruments, documents and agreements; and to give such further
written assurances, as may be reasonably requested by any other party.
(13) APPROVAL FOR STOCK ISSUANCE
Each party shall be responsible to obtain all necessary permits for the
issuance of any stock by either corporation and each party warrants that any
stock to be issued pursuant to this Agreement shall be proper and valid stock
of the respective corporation.
AMENDED
8/22/97
SCHEDULE "A"
OF INTANGIBLE PERSONAL PROPERTY
1. Trademark for International Estates, registered with the Patent and
Trademark Office on November 15, 1990, Trademark Reg. No. 037769. The xxxx
expires on November 15, 2000.
2. NETWORK REAL ESTATE and Logo.
3. All right, title and interest in and to the intellectual property
rights involved in NETWORK REAL ESTATE, INC.
Locations:
1. 0000 Xxxxxxx 0, Xxxxxx, XX 00000
2. 00000 Xxxxxxx 0, Xxxxxxx Xxxxx, XX 00000
3. 0000 00xx Xxxxxx, Xxxxx 000X, Xxxxxxxx, XX 00000
4. 000 Xxxxxxxxxxx Xxxx, Xxxxxx, XX 00000
5. Xxx Xxxxx Xxxxxx, Xxxxx 0, Xxxxxx, XX 00000
6. 0000 Xxxxxxxxx Xxxxx, Xxx. X, Xxx Xxxx, XX 00000
7. 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000
8. 0000 Xxxxx Xxxx Xxxx., Xxxxx Xxxx, XX 00000
9. 0000 Xxxxxx Xxx, #000, Xx Xxxxxxxx, XX 00000
10. 000 Xx. Xxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
11. 0000 Xxxxxxx 00, Xx. Xxxx Xxxxx, XX 00000
12. 0000 Xxxxxxx Xxxxx Xxxx., Xxxxxxxx, XX 00000 - Closed
13. 0000 Xxxxx Xxxx., Xxxxx 000, Xxxxxx Xxxxx XX 00000 (Relocation Center)
Not a sales office
14. 0000 00xx Xxxxxx, Xxxxx 000X, Xxxxxxxx, XX 00000 (Service Center)
Trademarks:
1. International Estates
Service Xxxx Reg. No. 037769
Date of Registration: 11/15/90
Expires: 11/15/00
2. Network Real Estate and Logo
(14) DEPARTMENT OF REAL ESTATE APPROVAL
Each party shall be responsible to obtain all necessary Department of Real
Estate approval for the transfer of any licenses and trademarks by either
corporation and each party warrants that any transfer shall be proper and
valid according to the laws of the State of California.
(15) DEFAULT
In the event of default by H.I., N.R.E. agrees to provide H.I. with a 10 day
notice.
(16) EXECUTION
This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which shall together constitute one and the same
document. It shall not be necessary, in making, proof of this Agreement, to
produce or account for more than one counterpart.
READ AND APPROVED:
HOMELIFE, INC.
/s/ Xxxxxx Xxxxxxxx
-------------------------------- ------------------------
Xxxxxx Xxxxxxxx, CEO Date
Chairman of the Board
NETWORK REAL ESTATE, INC.
/s/ Xxx X. Xxxx
-------------------------------- ------------------------
Xxx X. Xxxx, CEO Date
Chairman of the Board
ADDENDUM
This Addendum is attached to and is a part of that certain Agreement for
Purchase of Network Real Estate, Inc. Licensing Agreements and Trademarks
dated July 12, 1997, (the "Agreement").
Notwithstanding anything to the contrary contained in the Agreement, the
parties, HOMELIFE, INC. and NETWORK REAL ESTATE, INC., agree that the
officers, managers, directors, and stockholders of both HOMELIFE, INC. and
NETWORK REAL ESTATE, INC. will not compete with the business of HOMELIFE,
INC. or NETWORK REAL ESTATE, INC. for a period of eighteen (18) months.
HOMELIFE, INC., NETWORK REAL ESTATE, INC.,
a Nevada corporation a California Corporation
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxx X. Xxxx
------------------------ ----- ------------------------ -----
Xxxxxx Xxxxxxxx, C.E.O. Date Xxx X. Xxxx, C.E.O Date
UNSECURED PROMISSORY NOTE
$10,000.00 Orange County, California
August 21, 1997
FOR VALUE RECEIVED, HOMELIFE, INC., a Nevada corporation ("Maker"),
promises to pay to NETWORK REAL ESTATE, INC., a California corporation, or
order ("Holder"), the principal sum of Ten Thousand and NO/100 Dollars
($10,000.00), with interest thereon following default at the rate of
eight-percent (8%) per annum until paid.
1. PAYMENTS. Payment of the principal shall be due and payable on
October 25, 1997. All payments shall be made without setoff, deduction, or
counterclaim of any kind whatsoever. Principal and interest shall be due and
payable in lawful money of the United States of America.
2. WAIVER OF PRESENTMENT, NOTICE OF DISHONOR, AND PROTEST.
Presentment, notice or dishonor, and protest are waived by all makers,
sureties, guarantors, and endorsers of this Note.
3. FORBEARANCE NOT A WAIVER. No delay or omission on the pail of
Holder in exercising any rights under this Note or under the Security
Agreement or any other security agreement given to secure this Note, on
default by Maker, shall operate as a waiver of such right or of any other
right under this Note or other agreements, for the same default or any other
default. Maker and any sureties, guarantors, and endorsers of this Note
consent to all extensions without notice for any period or periods of time
and to the acceptance of partial payments before or after maturity, and to
the acceptance, release, and substitution of security, all without prejudice
to Holder. Holder shall similarly have the right to deal in anyway, at any
time, with one or more of the foregoing parties without notice to any other
party, and to grant any such party any extensions of time for payment of any
of the indebtedness, or to grant any other indulgences or forbearances
whatsoever, without notice to any other party and without in any way
affecting the personal liability of any such party.
4. SUCCESSORS AND ASSIGNS. This Note and all of the covenants,
promises, and agreements contained in it shall be binding on and inure to the
benefit of the respective legal and personal representatives, devisees,
heirs, successors, and assigns of Maker and Holder.
5. MODIFICATION. This Note may be modified or amended only by an
agreement in writing signed by the party against whom the agreement is sought
to be enforced.
6. APPLICABLE Law. This Note will be governed by and construed in
accordance with California law.
7. ATTORNEYS' FEES. Maker agrees to pay the following costs,
expenses, and attorneys' fees paid or incurred by Holder, or adjudged by a
court: Reasonable costs of collection, costs, and expenses, and attorneys'
fees paid or incurred in connection with the collection or enforcement of
this Note, whether or not suit is filed. In the event of any legal, equitable
or administrative action or proceeding brought by either party against the
other party under this Note, the prevailing party shall be entitled to
recover the reasonable fees of its attorneys and any costs incurred in such
action or proceeding including costs of appeal, if any, in such amount that
the court or administrative body having jurisdiction over such action may
award.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.
HOMELIFE, INC.,
a Nevada corporation
By: Xxxxxx Xxxxxxxx
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Its:
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ASSIGNMENT OF INTANGIBLE PROPERTY
This ASSIGNMENT OF INTANGIBLE PROPERTY ("Assignment") is made on
August 21, 1997, by NETWORK REAL ESTATE, INC., a California corporation
("Transferor"), in favor of HOMELIFE, INC. a Nevada corporation
("Transferee").
For value received, the receipt and sufficiency of which are hereby
acknowledged, Transferor hereby sells, assigns, transfers, conveys and
delivers to Transferee, absolutely and not as security, all of his present
and future right, title and interest in and to the following intangible
personal property (collectively, the "Personal Property"):
To the extent that they are assignable or transferable, any and all
formulas, know-how, trade secrets, proprietary, product registrations,
franchises, trademarks, trade names, copyrights, service marks, other
trade rights and other intangible assets, together with all rights to
and applications, licenses and franchises for, any of the foregoing,
relating to the production, manufacture and distribution of absorbent
materials and products, including, without limitation, those listed on
attached Schedule "A," incorporated herein by this reference.
Transferor represents and warrants that Transferor has good and
marketable title to the Personal Property free and clear of all mortgages,
security interests, pledges, conditions, liens and encumbrances of any
nature. Transferor covenants, at Transferor's sole cost and expense, to
defend Transferee's title to the Personal Property against all claims and
demands of all persons or entities whomsoever which may have accrued as of
the date of this Assignment other than those stated above.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PERSONAL PROPERTY IS BEING
CONVEYED HEREUNDER "AS IS" AND "WHERE IS" AS OF THE DATE OF THIS ASSIGNMENT,
WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER.
Transferor will, upon request from Transferee, without further
consideration, execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered all such further documents necessary or proper to
effect the sale, assignment, transfer, conveyance and delivery of the
Personal Property to Transferee.
"TRANSFEROR"
NETWORK REAL ESTATE, INC.
By:
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Its:
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