EXHIBIT 10.26
AGREEMENT
Agreement made and effective December 20, 1996, by and between Virtual Mortgage
Network, Inc., a Nevada corporation, 0000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("Virtual") and Interealty Corp., a Colorado
corporation, 0000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 ("Interealty").
Background
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Interealty has performed valuable marketing and promotion services for Virtual,
and as compensation therefor, Virtual wishes to issue capital stock to
Interealty, and Interealty is willing to accept such capital stock as full
payment for such services.
Now, therefore, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and with the intent to be legally bound, the
parties agree as follows:
1. Purchase and Sale of Shares
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Virtual agrees to sell, assign, transfer and deliver to Interealty, and
Interealty agrees to purchase, acquire and accept from Interealty, 200,000
shares of Virtual common capital stock (the "Shares") which Virtual
warrants and represents equates to 3.53% of all of the currently issued and
outstanding shares of common capital stock of Virtual, for the
consideration set forth in Section 2.
2. Consideration for Shares
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Virtual accepts as full consideration for the Shares, services performed by
Interealty prior to December 20, 1996, and Interealty agrees that issuance
of the Shares to it shall constitute full payment for such services:
3. Delivery of Shares
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Virtual shall, within 10 days after the date of this Agreement, deliver to
Interealty one or more stock certificates representing the Shares.
4. Warranties and Representations
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Virtual warrants and represents to Interealty the following:
a. By entering into this Agreement and performing hereunder, Virtual shall
not be violating or breaching any other contract, agreement,
commitment, promise, understanding or arrangement, or any law, rule or
regulation.
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b. Subject to the required confirmation in Section 11 below, Virtual has
the power, right, capacity and authority to sell, assign, transfer and
deliver to Interealty the Shares in accordance with this Agreement, and
has obtained all approvals required for its entering into this
Agreement and selling, assigning, transferring and delivering the
Shares to Interealty in accordance with this Agreement.
c. Upon receiving the certificate(s) representing the Shares, Interealty
shall own the Shares, free and clear of all liens, encumbrances,
security interests and agreements, equities, options, claims, charges
and restrictions.
5. Option to Purchase Additional Shares
------------------------------------
If, during the 180-day period following the date of this Agreement, Virtual
successfully consummates a "private placement" of its capital stock,
Interealty, News Holdings Corp. (Interealty's parent corporation) and any
of the shareholders of News Holdings Corp. (collectively and severally, the
"Option Holder") shall have the option to acquire in the aggregate a total
of 100,000 shares of such capital stock at a price per share equal to the
"private placement" price per share plus two percent. In order to exercise
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such option, the Option Holder shall, within 30 days after such
consummation, provide Virtual with written notice of its so exercising such
option, which notice shall include the number of shares that such Option
Holder wishes to obtain.
6. Notices
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All notices hereunder or arising herefrom shall be in writing and shall be
delivered personally or sent prepaid by first class mail, certified
mail/return receipt requested, fax, telegram, mailgram or overnight
delivery service (including without limitation FedEx and UPS), addressed as
follows (or to such other address as the party may designate by written
notice in the manner aforesaid):
If to Interealty: Interealty Corp.
Attention: Xxxxx Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
If to Virtual: Virtual Mortgage Network, Inc.
Attention: Xxxxxxx Xxxxxx
0000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
7. Assignment
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Neither party may assign, sell, transfer, subcontract or convey this
Agreement or any of its
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obligations, responsibilities or liabilities hereunder without the prior
written consent of the other party. Any such assignment, sale, transfer,
subcontract or conveyance made without such written consent shall be
void.
8. Waiver
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The failure of either party to enforce at any time any provision of this
Agreement shall not constitute a waiver of such provision in any way or the
right of such party at any time to exercise such remedies as such party may
have for any breach or breaches of such provision.
9. Headings
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The section headings appearing in this Agreement are for convenience of
reference only and shall not control or affect in any way the scope, intent
or interpretation of any provision of this Agreement.
10. Approval by Boards of Directors
-------------------------------
This Agreement is subject to the approval by the respective Boards of
Directors of Interealty and Virtual; however, unless a party receives
written notice from the other party that such other party's Board of
Directors either disapproves this Agreement or wishes to have this
Agreement modified on or before December 29, 1996, it shall, as of December
30, 1996, be conclusively deemed that such other party's Board of Directors
has duly approved this Agreement exactly as set forth herein.
11. Entire Agreement: Amendments
----------------------------
This Agreement constitutes the entire and integrated agreement between the
parties, and supersedes any prior or contemporaneous agreements,
understandings or contracts regarding the subject matter hereof. This
Agreement may be amended only by written instrument executed by Interealty
and Virtual.
IN WITNESS WHEREOF, the parties hereunto set their hands as of the date first
above written.
Interealty Corp. Virtual Mortgage Network, Inc.
By: /s/ XXXXX XXXXXX By: /s/ XXXXXXX X. XXXXXX
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Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
Title: President & CEO Title: Chairman & CEO
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