EXHIBIT 9.
AGREEMENT
THIS AGREEMENT MADE THIS 12th day of December, 2001 by and between
NEW SKY COMMUNICATIONS, INC., a publicly-traded New York corporation with
offices at 731 Powers Building, 00 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000
(hereinafter referred to as "New Sky") and XXXXXXX XXXXXX, XXXXXXX XXXXX, XXXXXX
XXXXXXX, XXXXXXX X. XXXXXXXX, XXXX X. XXXXXXXX and XXXX XXXXXX (hereinafter
referred to individually and collectively as "Movieplace").
WHEREAS, Xxxxxxxxxx.xxx, Inc. owns, produces and operates the
Internet site known as "xxxxxxxxxx.xxx" and the owners thereof are desirous of
New Sky acquiring the balance of Movieplace, and New Sky being desirous of
making such acquisition;
NOW THEREFORE the parties hereto covenant and agree as follows:
1) New Sky Communications, Inc. agrees to acquire the remaining
sixty percent (60%) of the common stock of Xxxxxxxxxx.xxx, Inc. owned by the
Movieplace shareholders and the Web site known as "xxxxxxxxxx.xxx" for a
purchase price of 250,000 unregistered, restricted common shares of New Sky`s
stock with a par value of $.02. In addition, New Sky shall assume all
outstanding debt of Xxxxxxxxxx.xxx as part of the purchase price of the
Xxxxxxxxxx.xxx. Such debt is set forth in Schedule A annexed hereto and made a
part hereof.
2) Movieplace shareholders warrant and represent that Xxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxx X. Xxxxxxxx and Xxxx
Xxxxxx own the entire remaining sixty percent (60%) of the stock of
Xxxxxxxxxx.xxx, Inc., which owns and operates the Web site known as
"xxxxxxxxxx.xxx", and that there exist no other encumbrances, liens, or
restrictions upon the business, the shares or the Web site that would affect or
impair such purchase of the shares by New Sky of the business or the Web site.
Movieplace shareholders further warrant and represent that the Web address
"xxxxxxxxxx.xxx" is registered to Xxxxxxxxxx.xxx, Inc. and that the Web site and
its content were created by and is operated solely by Xxxxxxxxxx.xxx, Inc. and
that, to the best of their knowledge, there exist no other claims to the Web
address or the creative content of the site.
3) Xxxx Xxxxxx hereby agrees to provide non-exclusive Internet
film-related content services to the "xxxxxxxxxx.xxx" Web site for a period of
three (3) years from the date of this Agreement.
-1-
Xxxxxxx Xxxxx shall provide Web site technical and design services
to "xxxxxxxxxx.xxx," as necessary, for a period of three (3) years from the date
of this Agreement.
As compensation for services to be rendered to the xxxxxxxxxx.xxx
site, New Sky shall grant 20,000 restricted, unregistered common shares each to
Xxxxxxx Xxxxxx and Xxxxxxx Xxxxx, and 10,000 restricted, unregistered common
shares to Xxxxxx Xxxxxxx.
At no time, without the prior written approval of New Sky, shall any
party hereto disclose the business methods, plans or any other informational
reasonably deemed to be confidential regarding the business of New Sky or
Movieplace to any third party, unless required by legal or regulatory mandate.
4) New Sky shall seek registration of the shares herein granted, to
the best of its ability. At any time New Sky shall undertake to register other
common shares of the company in connection with any secondary offering, or
private placement of shares, New Sky shall seek, to the best of its ability, to
include registration of the shares herein granted in such registration. The
parties understand that for legal, financial and/or technical reasons it may not
be possible to register such shares.
5) No party hereto, nor its officers, directors employees or agents,
shall be liable for any act or omission performed or omitted in good faith.
Nothing herein shall place any party in the relationship of principal, agent,
master and servant, partners, joint venturers or employer and employee of any
other party and no party shall have the authority, express or implied, or
represent themselves as having the authority to make binding contracts for the
other or to bind or obligate the other in any way. No party hereto shall assume
any liabilities of any other party, except as set forth herein, and each party
agrees to indemnify and hold the other parties, its officers, directors,
employees and agents harmless from any manner of claim, action, or liability
past, present or future not directly related to this Agreement.
6) This Agreement shall be construed under the laws of the State of
New York and the Supreme Court of the State of New York in Monroe County shall
be deemed the sole and exclusive convenient forum for the resolution of disputes
under this Agreement. In no event, shall any party seek injunctive relief or
take any action which may impair, hinder or delay the production and full
exploitation of the "xxxxxxxxxx.xxx" Web site or any of its ancillary rights.
7) This Agreement may not be assigned without the written permission
of the other parties.
-2-
8) This Agreement may be amended in writing only and shall be
binding upon and inure to the benefit of the heirs, successors and assigns of
the parties.
NEW SKY COMMUNICATIONS, INC.
SEAL
By: /S/ E. XXXXXXX XXXXXX
---------------------
President
/S/ XXXXXXX XXXXX
-----------------
Xxxxxxx Xxxxx
/S/ XXXXXXX XXXXXX
------------------
Xxxxxxx Xxxxxx
/S/ XXXXXX XXXXXXX
------------------
Xxxxxx Xxxxxxx
/S/ XXXXXXX X. XXXXXXXX
-----------------------
Xxxxxxx X. XxXxxxxx
/S/ XXXX X. XXXXXXXX
--------------------
Xxxx X. Xxxxxxxx
/S/ XXXX XXXXXX
---------------
Xxxx Xxxxxx
-3-
SCHEDULE A
DEBTS ASSUMED
CREDITOR AMOUNT
Xxxxxxx X. XxXxxxxx $ 80,750.00
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Xxxx X. Xxxxxxxx $ 83,000.00
731 Powers Building
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Xxxx Xxxxxx $ 25,000.00
A-1
