AGREEMENT
This Agreement is made as of the second day of October, 2002
between Ugomedia Interactive Corporation, a Nevada
corporation ("Ugo") and Xxxxxxx Xxxxxxxxx ("Xxxxxxxxx").
1. Ugo will purchase 500,000 issued and outstanding shares
of Ugo, constituting all shares of Ugo owned by Xxxxxxxxx,
from Xxxxxxxxx for an aggregate of $1.00.
At closing, all shares being purchased hereunder and from
Xxxxxxx Xxxxxxxxx pursuant to an agreement of even date
herewith will be transferred to the account of Xxxxxxx and
Xxxxxxx Xxxxx at Xxxxxx, Account Number 00000000, to be
returned to treasury and cancelled by Ugo.
Xxxxxxxxx owns this stock free and clear of all liens,
claims or encumbrances and has the full right and power to
sell this stock back to Ugo as contemplated in this
Agreement.
2. Prior to closing, Xxxxxxxxx shall resign as an officer
and director of Ugo.
3. This Agreement shall be governed by and construed and
accordance with the laws of the State of Nevada, both
substantive and remedial. This Agreement shall be
enforceable in accordance with its terms and be binding upon
and shall inure to the benefit of the parties hereto and
their respective successors, assigns, executors and
administrators, but this Agreement and the respective rights
and obligations of the parties hereunder shall not be
assignable by any party hereto without the prior written
consent of the other. This Agreement represents the entire
understanding and agreement between the parties hereto with
respect to the subject matter hereof; supersedes all prior
negotiations, letters and understandings relating to the
subject matter hereof; and cannot be amended, supplemented
or modified except by an instrument in writing signed by the
party against whom enforcement of any such amendment,
supplement or modification is sought. In the event of any
litigation between the parties to this Agreement relating
to, or arising out of, this Agreement, the prevailing party
shall be entitled to an award of reasonable attorney's fees
and costs, trial and appellate levels. The failure or
finding of invalidity of any provision of this Agreement
shall in no manner affect the right to enforce the other
provisions of same, and the waiver by any party of any
breach of any provision of this Agreement shall not be
construed to be a waiver by such party of any subsequent
breach of any other provision.
4. Approval
At such appropriate time as permitted by law, the Parties
will immediately take the appropriate and necessary
corporate action to authorize the Agreement and take
whatever corporate action deemed necessary in order to carry
out the transactions anticipated hereby.
5. Indemnification
Xxxxxxxxx will agree to indemnify and hold harmless UgoMedia
with respect to all losses arising out of any breach of any
representation, warranty or covenant of Xxxxxxxxx made
pursuant to the Agreement. UgoMedia will agree to indemnify
and hold harmless Xxxxxxxxx with respect to all losses
arising out of any breach of any representation, warranty or
covenant of UgoMedia made pursuant to the Agreement.
6. Termination
This Agreement may be terminated only by the mutual written
consent of the Parties hereto and may be extended only upon
the mutual written consent of the Parties.
7. Assignability
This Agreement shall not be assignable or transferable by
either Party.
8. Governing Laws
The validity and interpretation of this Agreement shall be
governed by and construed in accordance with the laws of the
State of Nevada. The parties to this Agreement agree that
any litigation arising out of the terms of the proposed
Merger set forth herein shall be commenced in courts located
in the State of Nevada, Xxxxx County. All parties consent
to the exclusive jurisdiction and venue of the federal and
state courts located in Xxxxx County with respect to any
action arising under this Agreement.
9. Amendment
This Agreement shall be amended only with the written
consent of the Parties.
10. Counterparts
This Agreement may be executed in multiple counterparts by
original or facsimile signature, and each such counterpart
shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
11. Brokers' or Finders' Fees
Each Party shall indemnify and hold the other Party harmless
from any claim for brokerage or finders' fees arising out
the transactions contemplated hereby by any person claiming
to have been engaged by either Party.
12. Expenses
Except as provided herein, each of Xxxxxxxxx and UgoMedia,
and their shareholders, respectively, shall bear its own
expenses in connection with the preparation for the
consummation of the transaction contemplated by this
Agreement.
13. Contemporaneous Closing
This Agreement shall close contemporaneously with that
certain Agreement between Ugo and Xxxxxxx Xxxxx or assigns
and Xxxx Xxxxxxx dated October 2, 2002 attached hereto as
Schedule E with that certain Agreement between Ugo and
Xxxxxxx Xxxxxxxxx dated October 2, 2002 attached hereto as
Schedule F. If those agreements do not close, no party to
this Agreement shall close this Agreement until such
closings occur or have any liability to the other party as a
result thereof.
The foregoing Agreement is accepted, approved and agreed to
by UgoMedia Interactive Corporation this 2d day of October,
2002.
UGOMEDIA INTERACTIVE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxxxx, President
Title:
The foregoing Agreement is accepted, approved and agreed to
by Xxxxxxxxx this 2d day of October, 2002.
Xxxxxxx Xxxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxxx
