Exhibit 10.2
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August 7, 1998
(the "Execution Date"), by and among SJI GROUP, INC., a Florida corporation
("SJI") and ISLEUTH. COM, INC., a Florida corporation (the "Company" or
"Isleuth").
PRELIMINARY STATEMENTS
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1. SJI owns one hundred percent (100%) of MAVERICK COMMUNICATIONS CORP., a
Florida corporation ("MAVERICK") and accordingly, the contemplated transaction
will inure to their direct benefit.
2. MAVERICK owns the rights to acquire the Internet Sleuth, which is a
search engine on the Internet.
3. SJI is desirous of selling its stock of MAVERICK in exchange for the
Company's payment to SJI of the Purchase Price (as defined below).
AGREEMENT
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In consideration of the respective representations, warranties, agreements and
covenants in this Agreement and subject to the conditions contained in this
Agreement, the parties, intending to be legally bound, agree as follows:
ARTICLE I
Transfer and Assignment of MAVERICK's Stock
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Section 1.1 Sale and Purchase of Stock. On the terms and subject to the
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conditions set forth in this Agreement, SJI hereby agrees to sell, assign and
transfer to the Company and the Company agrees to purchase from SJI, on the
Closing Date (as hereinafter defined), all of the issued and outstanding shares
of common stock of MAVERICK, all of which are owned by SJI ("Shares"). At
Closing, SJI shall deliver the Shares to Isleuth, which certificates shall be
duly endorsed in blank by SJI, or, in lieu thereof, shall have affixed thereto a
stock power executed in blank and in proper form for transfer. The Shares shall
be free and clear of any encumbrances.
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ARTICLE II
Purchase Price for the Shares.
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Upon the terms and subject to the conditions of this Agreement, the parties
agree that the purchase price for SJI's Shares, which shall be payable as
follows: The Company shall issue 1,500,000 shares of its Common Stock to SJI.
Said Common Stock shall be Rule 144 Stock. All provisions of Rule 144 shall be
applicable. Said 1,000,000 shares of Common Stock shall not be affected by the
Company's Reverse Stock Split. The Company shall also issue 1,000,000 shares of
Preferred Stock to SJI. The transaction shall be considered a tax free exchange
of shares and the parties hereto agree to use their best efforts to accomplish a
tax free exchange.
ARTICLE III
Closing
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Section 3.1 Time and Place of the Closing. The closing of the
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transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Xxxxxxxxx & Xxxxxxxxx, P.A., 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxx Xxxxxx, Xxxxxxx 00000, commencing at 5:00 p.m. on August 7, 1998 herein or
such other date as the parties may mutually determine (the "Closing Date"). The
parties mutually agree that the Closing may occur by telefax.
Section 3.2 Procedures at the Closing. At the Closing, the parties are
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taking the following steps in the order listed below (provided, however, that
upon their completion all of these steps shall be deemed to have occurred
simultaneously) which item shall be required as a condition to Closing:
(a) SJI shall duly execute and deliver the Shares and endorsed to
the Company;
(b) SJI shall execute and deliver resolutions adopted by the Board
of Directors and the Shareholders of SJI approving the transactions contemplated
by this Agreement, certified by the corporate secretary of SJI;
(c) The Company shall deliver resolutions adopted by the Board of
Directors of the Company approving the transactions contemplated by this
Agreement, certified by the corporate secretary of the Company;
ARTICLE IV
Representations and Warranties of SJI
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In order to induce the Company to enter into this Agreement and to consummate
the transactions contemplated under this Agreement, SJI makes the following
representations and warranties to the Company:
Section 4.1 Organization, Power and Authority of the Company. SJI is a
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corporation dulyorganized, validly existing and in good standing under the laws
of the State of Florida.
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Section 4.2 Due Authorization: Binding Obligation. SJI has the requisite
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corporate power and authority to enter into this Agreement and all documents
described within this Agreement to be executed in connection with this Agreement
(collectively, the "Related Documents") to which it is or is to be a party, and
to consummate the contemplated transactions.
Section 4.3 Ownership of MAVERICK. SJI is the sole record and beneficial
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owner of all outstanding shares of MAVERICK's stock, and SJI has good and
marketable title to all of the Shares, free and clear of all Liens, claims of
others, charges, security interests, proxies, voting trusts or other agreements
or other encumbrances whatsoever.
Section 4.4 No Undisclosed Liabilities. SJI and MAVERICK have no material
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liabilities nor obligations (whether secured, unsecured, absolute, accrued,
asserted or unasserted, contingent or otherwise) of any nature, whether as
principal, agent, partner, co-venturer, guarantor or in any other capacity as
they relate to SJI's shares in Maverick.
Section 4.5 Licenses: Compliance. MAVERICK possesses all licenses and
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other required governmental or official approvals, permits, consents and
authorizations with respect to its business, the failure of which to possess
would, individually or in the aggregate, have an adverse effect on the business,
financial condition, operations, prospects or results of operations of MAVERICK.
Section 4.6 Litigation, Investigations, Orders and Decrees. There are no
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actions, suits, claims, governmental investigations or arbitration proceedings
pending or, to the best of MAVERICK's knowledge, threatened against or affecting
MAVERICK's business, assets, prospects or financial condition that may have an
adverse effect on the Shares, and to the best of SJI's knowledge, there are no
facts or circumstances which are reasonably likely to create a basis for any of
the foregoing. There are no outstanding orders, decrees or stipulations issued
by any local, state or federal judicial authority in any proceeding to which
MAVERICK is or was a party which may have an adverse effect on MAVERICK.
Section 4.7 Proprietary Rights. Excluding the option to purchase the
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Internet Sleuth, all trademark, trademark application, trade name, assumed name,
service xxxx, logo, patent, patent application, copyright, copyright
registration, know-how, trade secret or other intellectual property rights
("Proprietary Rights") used in or necessary for the conduct of MAVERICK's
business and operations do not conflict with or infringe any similar rights or
services of any other person. No claims have been asserted by any person or
entity with respect to the ownership, validity, license or use of the
Proprietary Rights or the provision of any services by MAVERICK and there is no
basis for any such claim. All Proprietary Rights, to the extent applicable, of
MAVERICK are subsisting and have not been abandoned. None of the Proprietary
Rights is the subject of any outstanding assignments, grants, Liens, licenses,
obligations or agreements, whether written, oral or implied. All required
annuities, renewal fees, maintenance fees, royalty payments, amendments and/or
other filings or payments which are necessary to preserve and maintain the
Proprietary Rights have been filed and/or made.
Section 4.8 Tax Matters. MAVERICK has filed all federal, state, local
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and foreign tax
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returns required to be filed as of the Closing Date and has paid or caused to be
paid all federal, state, local, foreign and other taxes, including without
limitation income taxes, estimated taxes, excise taxes, sales taxes, use taxes,
gross receipts taxes, franchise taxes, employment and payroll-related taxes,
withholding taxes, transfer taxes and property taxes, whether or not measured in
whole or in part by net income (collectively, "Taxes"), required to be paid by
it as of the Closing Date whether disputed or not, except Taxes which have not
yet accrued or otherwise become due, for which adequate provision has been made.
All taxes and other assessments and levies which MAVERICK is required to
withhold or collect have been withheld and collected and have been paid over to
the proper governmental authorities. Neither the Internal Revenue Service
("IRS") nor any other governmental authority is now asserting or, to the best
knowledge of MAVERICK, threatening to assert against SJI any deficiency or claim
for additional Taxes.
ARTICLE V
Representations and Warranties of the Company
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In order to induce SJI to enter into this Agreement and to consummate the
transactions contemplated under this Agreement, the Company make the following
representations and warranties to SJI:
Section 5.1 Organization, Power and Authority. The Company is a
---------------------------------
corporation duly organized and validly existing under the laws of the State of
Florida, with full corporate power and authority to enter into this Agreement
and perform its obligations under this Agreement.
Section 5.2 Due Authorization; Binding Obligation. The execution,
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delivery and performance of this Agreement, the Related Documents and all other
agreements contemplated by this Agreement and the consummation of the
contemplated transactions have been duly authorized by all necessary corporate
action of the Company. This Agreement has been duly executed and delivered by
the Company and is a valid and binding obligation of The Company, enforceable in
accordance with its terms.
Section 5.3 No Undisclosed Liabilities. The Company has no material
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liabilities nor obligations (whether secured, unsecured, absolute, accrued,
asserted or unasserted, contingent or otherwise) of any nature, whether as
principal, agent, partner, co-venturer, guarantor or in any other capacity
except as disclosed to SJI.
Section 5.4 Licenses: Compliance. The Company possesses all licenses and
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other required governmental or official approvals, permits, consents and
authorizations with respect to its business, the failure of which to possess
would, individually or in the aggregate, have an adverse effect on the business,
financial condition, operations, prospects or results of operations of the
Company.
Section 5.5 Litigation, Investigations, Orders and Decrees. There are no
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actions, suits, claims, governmental investigations or arbitration proceedings
pending or, to the best of the Company's knowledge, threatened against or
affecting the Company's business, assets, prospects or
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financial condition that may have an adverse effect on the Shares, and to the
best of the Company's knowledge, there are no facts or circumstances which are
reasonably likely to create a basis for any of the foregoing. There are no
outstanding orders, decrees or stipulations issued by any local, state or
federal judicial authority in any proceeding to which the Company is or was a
party which may have an adverse effect on the Company.
Section 5.6 Proprietary Rights. The Company does not have any Proprietary
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Rights.
Section 5.7 Tax Matters. The Company has filed all federal, state, local
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and foreign tax returns required to be filed as of the Closing Date and has paid
or caused to be paid all federal, state, local, foreign and other taxes,
including without limitation income taxes, estimated taxes, excise taxes, sales
taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll-
related taxes, withholding taxes, transfer taxes and property taxes, whether or
not measured in whole or in part by net income (collectively, "Taxes"), required
to be paid by it as of the Closing Date whether disputed or not, except Taxes
which have not yet accrued or otherwise become due, for which adequate provision
has been made. All taxes and other assessments and levies which the Company is
required to withhold or collect have been withheld and collected and have been
paid over to the proper governmental authorities. Neither the Internal Revenue
Service ("IRS") nor any other governmental authority is now asserting or, to the
best knowledge of the Company, threatening to assert against SJI any deficiency
or claim for additional Taxes.
ARTICLE VI
Indemnification
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Section 6.1 Indemnification by SJI and MAVERICK. SJI and MAVERICK jointly
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and severally agree to indemnify and hold harmless the Company, any successor or
Affiliate of the Company and the directors, officers, agents and employees of
the Company or any of its Affiliates or successors from and against any and all
claims, actual and contingent, liabilities, losses, damages, costs and expenses,
including reasonable counsel fees and disbursements, proceedings,
investigations, causes of action, whether suit is instituted or not and, if
instituted, at any trial or appellate level, and whether raised by the parties
to this Agreement or any third party (singularly, a "Loss," and collectively,
the "Losses"), arising out of or relating to: (a) any material failure or breach
by SJI of any representation or warranty made by SJI in this Agreement, the
Related Documents, including any certificate, schedule or other agreement
delivered by SJI pursuant to this Agreement or (b) any material failure to
perform or breach by SJI of any covenant, agreement, obligation or undertaking
made by SJI in this Agreement, the Related Documents, including any certificate,
schedule or other agreement delivered by SJI pursuant to this Agreement.
Notwithstanding any other provision of this Agreement to the contrary, (i) SJI
shall not be liable to the Company with respect to the Company Losses unless and
until the aggregate amount of all SJI Losses shall exceed the sum of Ten
Thousand Dollars ($10,000.00) ("SJI Basket') and (ii) SJI shall thereafter be
liable for all the Company Losses in excess of SJI Basket, provided that SJI's
maximum aggregate liability in respect of all the Company Losses shall not, in
the absence of proven fraud by the Company in respect of any particular Company
Losses, in any event exceed the limitations set forth herein.
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Section 6.2 Indemnification by the Company. The Company will indemnify
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and hold harmless and SJI or any Affiliates thereof from and against any and all
Losses, arising out of or related to: (a) any material failure or breach by the
Company of any representation or warranty made by the Company in this Agreement,
including any certificate, schedule or other agreement delivered by the Company
pursuant to this Agreement; (b) any material failure to perform or breach by the
Company of any covenant, agreement, obligation or undertaking made by the
Company in this Agreement, including any certificate, schedule or other
agreement delivered pursuant to this Agreement or (c) any material failure to
perform or breach by SJI of any covenant, agreement, obligation or undertaking
made by SJI in this Agreement, the Related Documents, including any certificate,
schedule or other agreement delivered by the Company pursuant to this Agreement.
Notwithstanding any other provision of this Agreement to the contrary, (i)
the Company shall not be liable to SJI with respect to SJI Losses unless and
until the aggregate amount of all SJI Losses shall exceed the sum of Ten
Thousand Dollars ($10,000.00) ("the Company Basket") and (ii) The Company shall
thereafter be liable for all SJI Losses in excess of the Company Basket,
provided that the Company's maximum aggregate liability in respect of all SJI
Losses shall not, in the absence of proven fraud by the Company in respect of
any particular SJI Losses, in any event exceed the limitations set forth herein.
Section 6.3 Procedure for Claims. The following procedures shall be
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applicable with respect to indemnification for claims arising in connection with
any provision of this Agreement:
(a) Each indemnified party (the "Indemnified Party") agrees that
upon its obtaining knowledge of facts indicating that there may be a basis for a
claim for indemnity under the provisions of this Agreement, including receipt by
it of notice of any demand, assertion, claim, action or proceeding, judicial or
otherwise (these actions are collectively, the "Claim"), with respect to any
matter as to which it may be entitled to indemnity under the provisions of this
Agreement, it will give prompt notice thereof in writing to the other party (the
"Indemnifying Party") together with a statement of all information respecting
any of the foregoing as it shall then have. The Indemnifying Party shall not be
obligated to indemnify the Indemnified Party for the increased amount of any
Claim which would otherwise have been payable to the extent that the increase in
the amount of the Claim resulted from the lack of notice required by this
provision.
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(b) The Indemnifying Party shall in good faith at its sole cost and
expense contest and defend by all appropriate legal proceedings, with counsel
satisfactory to the Indemnified Party, any Claim with respect to which it is
called upon to indemnify the Indemnified Party under the provisions of this
Agreement; provided, however, that notice of the intention so to contest shall
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be delivered by the Indemnifying Party to the Indemnified Party within a
reasonable time in light of the circumstances then and there existing. Any
contest may be conducted in the name and on behalf of the Indemnifying Party or
the Indemnified Party as may be appropriate. The contest shall be conducted by
attorneys engaged by the Indemnifying Party, but the Indemnified Party shall
have the right to participate in those proceedings and to be represented by
attorneys of its own choosing at its cost and expense; provided, however, that,
if the named parties to any such proceeding (including any impleaded parties)
include both the Indemnifying Party and the Indemnified Party or if the
Indemnifying Party proposes that the same counsel represent both the Indemnified
Party and the Indemnifying Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them, then the Indemnified Party shall have the fight to retain its own
counsel at the cost and expense of the Indemnifying Party. If the Indemnified
Party joins in any contest, the Indemnifying Party shall have full authority to
determine all action to be taken; provided, however, that the Indemnified Party
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shall have the right to approve any settlement, which approval shall not be
unreasonably withheld (it being understood that it shall not be unreasonable to
withhold consent to any settlement involving injunctive or other equitable
relief).
(c) The Indemnified Party agrees to afford the Indemnifying Party and
its counsel the opportunity to be present at, and to participate in, conferences
with all persons, including governmental authorities asserting any Claim against
the Indemnified Party or conferences with representatives of or counsel for
those persons. So long as the Indemnifying Party is defending in good faith that
Claim, the Indemnified Party shall cooperate with and assist the Indemnifying
Party to the extent reasonably possible, but the Indemnifying Party shall bear
and pay any and all expenses incurred by the Indemnified Party in providing such
cooperation and assistance, either directly or upon request of the Indemnified
Party. The Indemnified Party shall be kept fully informed of the defense of any
Claim at all stages thereof. In the event that the Indemnifying Party fails to
timely and in good faith defend against that Claim, the Indemnified Party shall
have the right, but not the obligation, to defend the same and may make any
compromise or settlement thereof and recover and be indemnified for the entire
cost thereof from the Indemnifying Party, including, but not limited to, legal
expenses, disbursements and all amounts paid as a result of that Claim or any
compromise or settlement thereof. If, in good faith, the Indemnified Party
concludes that there are specific defenses available to the Indemnified Party
which are different from or in addition to those available to the Indemnifying
Party, or that those Claims may have a material adverse effect on the
Indemnified Party with respect to the scope of the foregoing indemnities, then
the Indemnified Party shall have the right to direct the defense of that Claim
and the Indemnifying Party shall bear the expenses thereof. In the event that
the Indemnified Party is, directly or indirectly, conducting a defense against
any such Claim, the Indemnifying Party shall cooperate with the Indemnified
Party in that defense and make available to it all those witnesses, records,
materials and information in its possession or under its control relating
thereto.
(d) The Indemnifying Party shall pay to the Indemnified Party the
amount to which the Indemnified Party may become entitled by reason of the
provisions of Article VI of this
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Agreement within fifteen (15) business days after any the amount owed is finally
determined either by mutual agreement of the parties to this Agreement or
pursuant to the final unappealable judgment of a court of competent jurisdiction
and the Indemnifying Party agrees to pay all costs and expenses in connection
with obtaining any bond required to appeal any judgment.
ARTICLE VII
Miscellaneous
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Section 7.1 Survival of Representations and Warranties. All of the
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respective representations and warranties of the parties to this Agreement or in
any certificate delivered by any party incident to the contemplated transactions
are material and may be relied upon by the party receiving the same and shall
survive the consummation of the contemplated transactions for the time period
equal to the applicable statutes of limitations. All covenants of the parties
to this Agreement shall survive the consummation of the transactions
contemplated by this Agreement. All statements in this Agreement, the Related
Documents shall be deemed representations and warranties. The due diligence
investigations conducted by the parties to this Agreement and the results
thereof shall not diminish or otherwise affect any of the representations and
warranties set forth in this Agreement.
Section 7.2 Brokers' Commission. The Company will indemnify and hold
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harmless SJI from any commission, fee or claim of any person, firm or
corporation employed or retained or claiming to be employed or retained by the
Company to bring about, or to represent it in, the transactions contemplated by
this Agreement. SJI will jointly or severally indemnify and hold harmless The
Company from any commission, fee or claim of any person, firm or corporation
employed or retained or claiming to be employed or retained by SJI to bring
about, or to represent them in, the transactions contemplated by this Agreement.
Section 7.3 Amendment and Modification. This Agreement and the Related
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Documents may not be modified or terminated orally, and no modification or
termination shall be binding unless in writing and signed by the parties to this
Agreement.
Section 7.4 Binding Effect. This Agreement shall be binding upon and
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inure to the benefit of the parties and their respective successors, assigns,
heirs, estates, beneficiaries, executors and legal and personal representatives.
Section 7.5 No Waiver; Remedies Cumulative. This Agreement and the
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Exhibits and Schedules attached to this Agreement and the Related Documents
contain the entire agreement of the parties with respect to the acquisition and
the other transactions contemplated in this Agreement, and merges and supersedes
all prior understandings and agreements among the parties with respect to the
subject matter of this Agreement. Failure of any party to enforce one or more of
the provisions of this Agreement or to require at any time performance of any of
the obligations under this Agreement shall not be construed to be a waiver of
any provisions by any party nor to in any way affect the validity of this
Agreement or any party's right to enforce any provision of this Agreement nor to
preclude any party from taking all other action at any time which it would
legally be entitled to take. All waivers to be effective shall be in writing
signed by the waiving party.
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Section 7.6 Headings. The descriptive headings in this Agreement are
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inserted for. convenience of reference only and shall in no way restrict or
otherwise affect the construction of the terms or provisions of this Agreement.
Any references in this Agreement to Sections, Exhibits and Schedules are the
Sections, Exhibits and Schedules of this Agreement or the Related Documents.
Section 7.7 Execution in Counterparts. This Agreement may be executed in
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any number of multiple counterparts, each of which shall be deemed an original
and all of which together shall be deemed to be one and the same instrument.
Each party agrees to be bound by any telecopied signature to this agreement or
any agreement executed in connection herewith as if a manually executed
signature page had been executed and delivered.
Section 7.8 Notices. Whenever any notice, request, information or other
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document is required or permitted to be given under this Agreement, that notice,
demand or request shall be in writing and shall be either hand delivered, sent
by United States certified mail, postage prepaid, delivered via overnight
courier to the addresses below or to any other address that any party may
specify by notice to the other parties. No party shall be obligated to send more
than one notice to each of the other parties and no notice of a change of
address shall be effective until received by the other parties. A notice shall
be deemed received upon hand delivery, two days after posting in the United
States mail or one day after dispatch by overnight courier.
If to the Company: ISLEUTH. COM, Inc.
c/o Xxxxxx Xxxxx
00000 X.X. 0xx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx
With a copy to: Xxxxx X. Xxxxxxxxx, Esq.
0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
If to SJI
or MAVERICK: X.X. Xxxxxxx, President
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Section 7.9 Severability. The invalidity or unenforceability of any one
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or more of the words, phrases, sentences, clauses, or sections contained in this
Agreement shall not affect the validity or enforceability of the remaining
provisions of this Agreement or any part of any provision, all of which are
inserted conditionally on their being valid in law, and in the event that any
one or more of the words, phrases, sentences, clauses or sections contained in
this Agreement shall be declared invalid or unenforceable, this Agreement shall
be construed as if such invalid or unenforceable word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted or shall be enforced as nearly as possible according to their
original terms and intent to eliminate any invalidity or unenforceability. If
any invalidity or unenforceability
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is caused by the length of any period of time or the size of any area set forth
in any part of this Agreement, the period of time or area, or both, shall be
considered to be reduced to a period or area which would cure the invalidity or
unenforceability.
Section 7.10 Litigation: Prevailing Party. Except as otherwise required
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by applicable law or as expressly provided in this Agreement, in the event of
any litigation, including appeals, with regard to this Agreement, the prevailing
party shall be entitled to recover from the non-prevailing party all reasonable
fees, costs, and expenses of counsel (at pre-trial, trial and appellate levels).
Section 7.11 Construction. This Agreement shall be construed without
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regard to any presumption or other rule requiring construction against the party
causing this Agreement to be drafted, including any presumption of superior
knowledge or responsibility based upon a party's business or profession or any
professional training, experience, education or degrees of any member, agent,
officer of employee of any party. If any words in this Agreement have been
stricken out or otherwise eliminated (whether or not any other words or phrases
have been added) and the stricken words initialed by the party against whom the
words are construed, then this Agreement shall be construed as if the words so
stricken out or otherwise eliminated were never included in this Agreement and
no implication or inference shall be drawn from the fact that those words were
stricken out or otherwise eliminated.
Section 7.12 Preliminary Statements. Each of the preliminary statements
----------------------
is true and correct and incorporated into this Agreement by reference.
Section 7.13 Jurisdiction; Venue: Inconvenient Forum: Jury Trial. ANY
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SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY JUDGMENT
ENTERED BY ANY COURT IN RESPECT TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY
IN THE COURTS OF THE STATE OF FLORIDA OR IN THE U.S. DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF FLORIDA IN DADE COUNTY, AND THE PARTIES ACCEPT THE
EXCLUSIVE PERSONAL JURISDICTION OF THOSE COURTS FOR THE PURPOSE OF ANY SUIT,
ACTION OR PROCEEDING. IN ADDITION, THE PARTIES KNOWINGLY, INTENTIONALLY AND
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
THEY MAY NOW OR LATER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY JUDGMENT ENTERED
BY ANY COURT BROUGHT IN THE STATE OF FLORIDA, AND FURTHER, KNOWINGLY,
INTENTIONALLY AND IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUIT, ACTION OR
PROCEEDING BROUGHT IN THE STATE OF FLORIDA HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH PARTY WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION
RELATING TO OR ARISING OUT OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be duly executed as of the date first written above.
SJI:
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SJI GROUP, INC., a Florida corporation
By: /s/ X.X. Xxxxxxx
-----------------------------------
X.X. Xxxxxxx, President
COMPANY:
ISLEUTH. COM, INC, a Florida corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, President
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