Exhibit 10.1 Unwind Agreement of Asset Purchase with iDVDBox
AGREEMENT TO UNWIND ASSET PURCHASE AGREEMENT
This AGREEMENT TO UNWIND ASSET PURCHASE AGREEMENT (the "Unwind Agreement"),
(ASSET PURCHASE AGREEMENT hereafter referred to as "Agreement 1") made and
entered into as of May 10, 2002, is by and among MediaBus Networks, Inc., a
Florida corporation ("MediaBus"), iDVDBox, Inc., a Florida corporation
("iDVDBox").
WHEREAS, MediaBus desires to assign, convey, transfer and deliver back to
iDVDBox, along with certain liabilities in exchange for previously issued
MediaBus common stock as set forth in this Unwind Agreement below as
follows;
1. All assets previously transferred from iDVDBox to MediaBus
described in Agreement 1 shall be returned to iDVDBox as listed in Exhibit
1 attached hereto;
2. Cancellation of all employments agreements and termination of all
at will employees in the iDVDBox division with MediaBus;
3. Assumption all liabilities previously assumed by MediaBus in
Agreement 1 shall be reassumed by iDVDBox as listed in Exhibit 2 attached
hereto;
4. All stock issued to iDVDBox shareholders for the asset purchase,
debt assumption or payment, employment agreements or any other
consideration shall be immediately canceled and returned to MediaBus as
listed in Exhibit 3 attached hereto;
5. A mutual release (Exhibit 4 attached hereto) from all at will and
salaried/contract employees for any accrued compensation and expenses from
MediaBus.
GENERAL PROVISIONS
SECTION 1.1 NOTICES.
All notices, Consents, waivers, and other communications under this Unwind
Agreement must be in writing and are deemed to have been duly given when
(a)delivered by hand (with written confirmation of receipt) or (b) sent by
facsimile or with confirmation of transmission by the transmitting
equipment in each case to the appropriate addresses, facsimile numbers or
email addresses set forth below (or to such other addresses, facsimile
numbers or as a party may designate by notice to the other parties):
Buyer: MediaBus Networks, Inc.
0000 Xxxx Xxxx
Xxxxx 000
XXX 000
Xxxxxxxx, XX 00000
Attn: Xxx Xxxxxxxx
Chairman & CEO
Fax: (000) 000-0000
iDVDBox, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 00
Xxxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
President & Chief Executive Officer
Fax: (000) 000-0000
SECTION 1.2 WAIVER.
The rights and remedies of the parties to this Unwind Agreement are
cumulative and not alternative. Neither the failure nor any delay by any
party in exercising any right under this Unwind Agreement or the documents
referred to in this Agreement operates as a waiver of such right, and no
single or partial exercise of any such right precludes any other or further
exercise of such right or the exercise of any other right. To the maximum
extent permitted by applicable law, (a) no claim or right arising out of
this Unwind Agreement or the documents referred to in this Unwind Agreement
can be discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the other
party; (b) no waiver that may be given by a party will be applicable except
in the specific instance for which it is given; and (c) no notice to or
demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Unwind
Agreement or the documents referred to in this Unwind Agreement.
SECTION 1.3 ENTIRE UNWIND AGREEMENTAND MODIFICATION.
This Unwind Agreement supersedes all prior agreements, whether written or
oral, between the parties with respect to its subject matter and
constitutes (along with the Exhibits and other documents delivered pursuant
to this Unwind Agreement) a complete and exclusive statement of the terms
of the unwind agreement between the parties with respect to its subject
matter. This Unwind Agreement may not be amended except by a written Unwind
Agreement signed on behalf of each of the parties hereto.
SECTION 1.4 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS.
No party may assign any of its rights or delegate any of its obligations
under this Unwind Agreement without the prior written consent of the other
parties.
SECTION 1.5 SEVERABILITY.
If any provision of this Unwind Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Unwind
Agreement remain in full force and effect. The parties further agree that
if any provision contained herein is, to any extent, held invalid or
unenforceable in any respect under the laws governing this Agreement, they
shall take any actions necessary to render the remaining provisions of this
Unwind Agreement valid and enforceable to the fullest extent permitted by
law and, to the extent necessary, shall amend or otherwise modify this
Unwind Agreement to replace any provision contained herein that is held
invalid or unenforceable with a valid and enforceable provision giving
effect to the intent of the parties.
SECTION 1.6 TIME OF ESSENCE.
With regard to all dates and time periods set forth or referred to in this
Agreement, time is of the essence.
SECTION 1.7 GOVERNING LAW.
This Unwind Agreement will be governed by and construed under the laws of
the State of Florida without regard to conflicts of laws principles that
would require the application of any other law.
SECTION 1.8 JOINT AND SEVERAL OBLIGATIONS.
All covenants, representations, warranties and other obligations of Seller
under this Unwind Agreement and the other Seller's Closing Documents shall
be joint and several, except for covenants, representations, warranties and
other obligations, which are expressly provided, to be several and not
joint obligations of iDVDBox.
SECTION 1.9 EXECUTION OF AGREEMENT, COUNTERPARTS.
This Unwind Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Unwind Agreement and
all of which, when taken together, will be deemed to constitute one and the
same agreement. The exchange of copies of this Unwind Agreement and of
signature pages by facsimile transmission shall constitute effective
execution and delivery of this Unwind Agreement as to the parties and may
be used in lieu of the original Unwind Agreement for all purposes.
Signatures of the parties transmitted by facsimile shall be deemed to be
their original signatures for any purpose whatsoever.
SECTION 1.10 MUTUAL RELEASES
Any and all disputes and differences that have arisen between the parties
with respect to Agreement 1, this Unwind Agreement entered into by parties,
and all business transactions conducted between the parties to date, both
parties agree to settle any and all disputes and differences by executing
this Unwind Agreement including mutual releases.
Both parties recognize that by the execution of this Unwind Agreement, they
are relinquishing their respective legal rights with reference to any and
all disputes and differences. Both parties agree there is consideration for
this Unwind Agreement. Each party for his heirs and assigns, expressly
releases the other party, and his heirs and assigns, from all liability for
claims and/or demands which may arise from Agreement 1, Employment
Agreements, the Unwind Agreement and any business transactions conducted
between the parties to date.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Unwind Agreement as of
the date first written above.
MediaBus Networks, Inc.
By: ---------------------------
Name: Xxx Xxxxxxx
Its: Chairman & CEO
iDVDBox, Inc.
By: ---------------------------
Name: Xxxxxxx Xxxxxxxx
Its: President & CEO
By: ---------------------------
Name: Xxxxxxx Xxxxxxxx
Its: Vice-President
By: ---------------------------
Name: Xxxxx Xxxx
Its: Vice-President
EXHIBITS
---------
Exhibit 1 List of Assets
Exhibit 2 List of Assumed Liabilities
Exhibit 3 Shares to be Returned and Canceled
Exhibit 4 Mutual Release
EXHIBIT 1 - Page 1
List of Assets - 2 pages
No. Item License/Serial No. Amount
Intellectual Property and Trademarks
1 IP- BoxEngine (Worldwide Patent Pending) technology -
2 Trademark "i2DVD" -
3 Trademark "BoxEngine" -
Servers Hardware and Software $7,099.74
1 Dell PowerEdge 0000XX, 000Xxx Xxxxxx (XXX00) XXXXX00
2 Dell PowerEdge 1400SC, 933Mhz Server (ORACLE01) 8GJRN01
3 MultiTech RASFinder Remorte Access Device 2714339
4 APC Smart-UPS QS0113313750
5 Windows NT Server 4.0 (CCS01)
35600-OEM-0001321-99177
6 Windows NT Server 4.0 (ORACLE01) 35600-OEM-0001321-98629
7 Veritas Backup Exec Server v8.5 04-4626-2010-909864
8 Veritas Backup Exec Remote Agent 00-4711-2011-871535
9 Veritas Backup Exec Oracle Agent 07-4471-2013-049636
PC Software $4,333.29
1 Adobe Photoshop 6.0 PWW600Y7113409-366
2 Adobe Illustrator 9.0 ABW900Y7126259-576
3 Adobe GoLive 5.0 GJW500Y7104824-380
4 Adobe LiveMotion LVW100Y7904654-513
5 Macromedia Dreamweaver UltraDev 4 UDW400-02462-88241-39058
6 Macromedia Flash 5 FLW500-01947-19238-79017
7 ColdFusion Studio 4.5.2 CF45STU-8662361172
8 ColdFusion Server 4.5 CF45PNT-0000000000
9 Borland C++ Builder 5 Standard CPC1350WW10180
10 Adobe Acrobat 4.0 KWW400R7462741-952
00 XxXxxx XxxxxXxxx X-00000000
12 McAfee Firewall P-01000620
13 StarOffice 5.2 000-0000-00
14 Corel Gallery Clipart CG4XR-SF55553854
Lab Equipment $853.66
1 PC Doctor Diagnostics Service Center 2000 v2.2 7-60627-11270-7
2 CHIPhERASER 10
3 Linksys EtherFast Cable/DSL Router 027011087-ARS5-KA
4 Xxxxxx WES50 Soldering Iron 0600
5 WaveTek Electronic Measuring Instrument 000609501
6 DirectTV Digital Satellite Receiver 43098624
7 DirectTV Digital Satellite Receiver 43202366
8 SurfReady Internet DVD Player SG1208000024
9 Cambridge Soundworks Speaker System SW02501031000174
EXHIBIT 1 - Page 2
Others
1 Computer Monitor - KDS 1743SAB31000016 $149.99
2 TV - Panasonic MB03420376 $400.00
3 TV -Zenith 921-64390049 $800.00
4 TV - Hitachi N94003313 $200.00
5 Pioneer Receiver (USX-0409) UCDI023666US $300.00
6 Speaker Set (Surround Sound & Woofer) KLH $250.00
7 DVD Format & Logo License, DVD-ROM/Video Books 202203 & 102384 $20,540.00
8 Inventory i2DVD Players (170 pieces) $68,000.00
9 Office Furniture $2,361.88
10 File Cabinets $487.55
Grand Total $105,776.11
EXHIBIT 2
List of Assumed Liabilities
$500,000 Promissory Note from iDVDBox, Inc. payable to Integrated
Technologies & Systems, Inc. dated May 31, 2001 due and payable no later
than December 31, 2003.
A. Monthly Liabilities
Gateway - Servers/Computer Lease (Xxxxx Fargo) $1,041.87
Lab Equipment Lease (Xxxxx Fargo) $227.91
Office Lease $2,500.00
Office Insurances - Equipment & Product Liability $900.00
Auto Leases (4 cars) $1,400.00
Auto Insurances (Progressive) $1,000.00
Engineers' House Lease (+FPL & PBCWVD) $2,800.00
MCI-WorldCom Broadband Service $772.50
Telephone/Server/Fax (10 Lines) $1,000.00
Brinks Security System and Monitoring $52.00
Copy Machine Lease (Crown Bank Leasing) $157.73
B. Other Liabilities
Inprimis Engineering Fee $154,200.00
Buyers Shopping Network - Balance for Infomercial $15,000.00
Legal Fees Related to Patent and Trademarks $5,000.00
Certified Audit Balance $7,000.00
Connect Server and Software $88,000.00
Outstanding Renumeration $50,000.00
EXHIBIT 3
MediaBus Networks, Inc. Common Shares to be canceled and returned to
MediaBus.
Certificate
Number Shareholder Shares Canceled
5019 XXXXXXX X XXXXXXXX 935,060
5020 XXXXX XXXXXX 61,982
5021 INTEGRATED TECHNOLOGIES & SYSTEMS, LTD 47,826
5022 ENG KIAT SIAH 62,176
5023 XXXX XXXXX 24,869
0000 XXXX XXXX JR 4,304
5025 XXX XXX KOH 4,304
5026 MENG YEW CHING 4,304
Total shares returned and canceled 1,144,825
Exhibit 4
Exhibit 4
MUTUAL RELEASE
This mutual release, executed on May 15, 2002, between MediaBus Networks,
Inc. ("MediaBus") and each employee as signed below, "Employee"
(collectively the "parties") of is intended to effect the elimination of
any obligations by either party as hereinafter designated.
Whereas, disputes and differences have arisen between the parties with
respect to all employment and expense reimbursement agreements and/or
arrangements entered into by said parties, both parties have agreed to
settle said disputes and differences by executing the Unwind Agreement and
this mutual release.
Whereas, all parties recognize that by the execution of the Unwind
Agreement and this mutual release, they are relinquishing their respective
legal rights with reference to any and all disputes, and differences
between the parties. All parties agree there is consideration for the
execution of the Unwind Agreement and this mutual release. As further
consideration, employees shall retain all previously paid wages and
expenses paid by MediaBus to Employee, receipt of which is hereby
acknowledged by each party. Each Party expressly releases the other party,
and his heirs and assigns, from all liability for claims and/or demands,
which may arise from all employment and expense reimbursement agreements
and/or arrangements, referenced herein.
In witness whereof the parties have executed this mutual release on the day
and year stated above.
_________________________
MediaBus Networks, Inc.
Xxx Xxxxxxx, CEO
_________________________
Xxxxxxx Xxxxxxxx, Employee
__________________________
Xxxxxxx Xxxxxxxx, Employee
_________________________
Xxxxx Xxxx, Employee
