Agreement for Purchase of Peaceful Feet Shoeshine, Inc.
This Purchase Agreement is made as of this 30th day of August, 2005,
by and between eWorldMedia Holdings, Inc. (eWorldMedia), Xxxxx Xxxxxxxx
(Xxxxxxxx) and Peaceful Feet Shoeshine, Inc. (Peaceful Feet).
WITNESSETH:
WHEREAS, eWorldMedia wishes to purchase the Peaceful Feet Shoeshine,
Inc. and its shoe xxxxxx and shoe services products and services in their
entirety;
WHEREAS, Xxxxx Xxxxxxxx owns 100% of the stock of Peaceful Feet
Shoeshine, Inc.;
WHEREAS, Peaceful Feet wishes to become a wholly-owned subsidiary of
eWorldMedia;
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein and for other good and valuable consideration,
receipt and legal sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. PURCHASE OF PEACEFUL FEET BY EWORLDMEDIA
1.1 Transfer of Ownership. Upon completion of this transaction,
eWorldMedia will own outright 100% of Peaceful Feet. All necessary paper
work related to this transfer of ownership of Peaceful Feet to eWorldMedia
will be completed within 10 days of signing of this Agreement.
1.2 Management. Xxxxx Xxxxxxxx will be named President of Peaceful Feet
and will report directly to the eWorldMedia Board of Directors and its
Chairman Xxx Xxxxxxxx. Xx. Xxxxxxxx will be responsible for overseeing all
operations of the Peaceful Feet subsidiary. A separate Employment
Agreement, including indemnification, will be drafted to outline the
specifics of Xx. Xxxxxxxx' duties and responsibilities, etc.
1.3 Payments. eWorldMedia will deliver to Xxxxxxxx 500,000 shares of
eWorldMedia, Inc. Preferred Stock within 10 days of the signing of this
agreement.
2. MARKETING
2.1 Xxxxxxxx will use his best efforts to market the Peaceful Feet
products and services through the Peaceful Feet subsidiary. eWorldMedia
will also assist in these efforts. Xxxxxxxx and eWorldMedia will use their
best efforts to jointly market the products and services of other
eWorldMedia divisions and subsidiaries as well.
2.2 In the event that Xxxxxxxx introduces potential investors to
eWorldMedia who in turn purchase EWME stock through the company's Private
Placement offering, 50% of the cash received from those investors will be
allocated to Peaceful Feet. These funds will be used for operating and
marketing expenses in accordance with a budget jointly approved by Xxxxxxxx
and eWorldMedia.
3. PAYMENTS
3.1 EWME Stock. In exchange for the above considerations, Xxxxxxxx will
receive up to 2,000,000 Preferred Shares of eWorldMedia Holdings, Inc.,
duly authorized, fully-paid, validly issued stock and free and clear of
any claims or restrictions other than under the federal and state
securities laws as follows:
a. 500,000 shares as referred to in section 1.3; plus
b. 1,500,000 total additional shares based on performance as
follows: 100,000 shares per each $100,000 in revenue generated by the
Peaceful Feet subsidiary until a total of 1,500,000 additional shares
are granted, for a total of 2,000,000 shares altogether.
3.2 Position in eWorldMedia, Inc. Network Marketing Organization.
Xxxxxxxx will also receive one Founder Position (Professional Level) in the
eWorldMedia, Inc. Network Marketing organization. (positions #115332). The
upfront cost of this position will be waived; however, Xxxxxxxx will be
responsible to pay for whichever Monthly Auto-Qualify options he chooses
for this positions.
4. SALE OF PEACEFUL FEET TO THIRD PARTY
If Peaceful Feet is sold by eWorldMedia to an entity not owned or
controlled by eWorldMedia, Xxxxx Xxxxxxxx will receive 30% of the net sales
proceeds. Payments will be accounted and paid no later than 30 days after
the transaction is closed and after monies are received.
5. LEGAL COMPLIANCE
5.1 Compliance with Applicable Laws. eWorldMedia, Peaceful Feet and Xxxxx
Xxxxxxxx shall comply with all applicable laws, rules and regulations in
performance of their respective duties and obligations in connection with
this Agreement. eWorldMedia, Peaceful Feet and Xxxxx Xxxxxxxx at all times
shall conduct their respective businesses in a professional, legal and
ethical manner in accordance with applicable laws.
5.2 Legal Authority. eWorldMedia and Peaceful Feet hereby represent and
warrant that each entity respectively has the authority to enter into this
agreement.
6. TERM AND TERMINATION
This Agreement shall be effective as of the date it is signed and
accepted by both parties below.
7. DEFAULT
If either party materially defaults on its obligations hereunder
and fails to cure its default, if such default is capable of cure, within
thirty (30) days after having been given notice of such default.
8. NOTICES
All notices required herein to be in writing, will be deemed given:
(i) five (5) working days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; (ii) one (1) working day
after deposit with a commercial overnight carrier, with written
verification of receipt, or (iii) upon personal delivery. All
communications will be sent to the addresses set forth in the preamble to
this Agreement, or to such other address as may be designated by a party by
giving written notice to the other party pursuant to this
9. GENERAL
10.1 Entire Agreement. The provisions herein constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements, oral or written, and all other
communications relating to the subject matter hereof. No amendment or
modification of any provision of this Agreement will be effective unless
set forth in a document that purports to amend this Agreement and is
executed by all parties.
10.2 Waiver. No waiver by either of the parties to this Agreement of any
condition, term or provision hereof shall be valid unless set forth in an
instrument in writing signed on behalf of such party, and no such waiver
shall be deemed a waiver of any preceding or subsequent breach of the same
of any other condition, term or provision of this Agreement.
10.3 Force Majeure. Neither party shall be held liable for failure to
fulfill its obligations hereunder if such failure is due to a natural
calamity, act of government, or other cause beyond the control of such
party.
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10.4 Days. Should the date on which any payment or other performance of
either of the parties hereto is due fall on a date that is a Saturday,
Sunday or legal holiday (recognized as such by the Federal Government) or
such other holiday recognized by one of the parties (together, "Holiday"),
then payment or performance shall not be due until the next day which is
not a Saturday, Sunday or Holiday.
10.5 Governing Law. The validity, construction, and performance of this
Agreement shall be governed by the laws of the state of California, without
regard to the conflicts of laws principles thereof.
10.6 Consent to Jurisdiction. Both parties consent to the jurisdiction and
proper venue of the state of California in connection with any action or
lawsuit instituted to enforce any provision of this Agreement.
10.7 Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of
the Agreement will remain in full force and effect.
In Witness Whereof, eWorldMedia and Peaceful Feet have caused this
Agreement to be signed by their respective duly authorized officers as of
the day and year above written.
AGREED AND ACCEPTED:
eWorldMedia Holdings, Inc.
By: Date:
Xxx Xxxxxxxx, CEO
Peaceful Feet Shoeshine, Inc.
By: Date:
Xxxxx Xxxxxxxx, President
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