S.S.A. Coupon Limited
0000 X 0000 Xxxxxxxx
Xxxxxxx, XX X0X 0X0
July 23, 0000
Xxxxxx Xxxxx International Inc.
#000-000 Xxxxxxxx Xx. Xxxxxx Xxxxxx, XX
X0X 0X0
Dear Sirs,
Re: Agreement in Principal between S.S.A. Coupon Limited doing business as
XxxXxxxxxxxx.xxx ("S.S.A.") and Forest Glade International Inc.
("F.G.I.I.")
The purpose of this document is to describe and create a binding legal agreement
between S.S.A. and F.G.I.I. for the sale of twenty (20) percent of the issued
and outstanding shares of S.S.A. to F.G.I.I. A contract to conform to SEC rules
and regulations will be drafted by a U.S. securities lawyer immediately after
signing. No changes to the terms described within this document are to be
changed without the prior written consent of both parties.
1. S.S.A.
1.1 S.S.A. represents and warrants that it owns 100% of the intellectual
property for a search engine known as 'WebRetriever' which is a
geographical based search engine with seven components (The
'Intellectual Property')
1.2 S.S.A. represents and warrants that except for: a) the existing three
shareholders, b) the contractual obligations existing with Xxxxxx
Xxxx, and c) F.G.I.I., no other party has any right to any of the
S.S.A. shares or intellectual property.
1.3 S.S.A. represents and warrants that no other party has any option to
any of the shares of S.S.A.
1.4 S.S.A. gives F.G.I.I. that right of first refusal to any and all
offers to either purchase or option S.S.A. shares.
1.5 S.S.A. gives F.G.I.I. the right of first refusal on any new
intellectual property developed by S.S.A. provided F.G.I.I. is capable
of funding the research and development as well as the operations of
any new products.
2. Acquisition by F.G.I.I.
2.1 F.G.I.I. will have twenty (20) percent of the issued capital of S.S.A.
transferred into F.G.I.I.'s name at the same price as the original
shareholders acquired their original shares.
2.2 F.G.I.I. will arrange through the public market one million two
hundred fifty thousand dollars ($1,250,000) through the sales of
F.G.I.I. shares. The proceeds are to be used for the 'WebRetriever'
project.
3. Acquisition Negotations
3.1 S.S.A. retains the right to negotiate on F.G.I.I.'s behalf if a third
party offers to purchase S.S.A. and all proceeds or considerations
must be distributed on an 10% (S.S.A.) and 20% (F.G.I.I.) basis.
4. Royalities
4.1 The intellectual property is subject to a seven (7) percent royalty in
favor of the existing royalty agreement on the gross revenues
generated directly or indirectly through the use of the intellectual
property.
S.S.A. Coupon Limited Witness:
Per: Title: Vice President Name: Xxxxxx Xxxxxxxx
Address: 00000 Xxxxxxx Xxxxxx Xxxx
/s/ Xxxxxxx Xxxxxxx Pitt Xxxxxxx XX
-------------------
Forest Glade International Inc. Witness:
Per: Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxx
------------ Address: 0000 Xxx Xxxxxx
Title: President Prince George BC
