ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") dated as of June 5, 2000 by
and among Xxxxxxxxxxxxx.xxx, Inc., a Nevada corporation ("EarthNetMedia"),
having its principal place of business at 000 Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX
00000 and Pac Pacific Group International, Inc., a California corporation
presently located at 000 Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX 00000 ("Pac Pacific").
WITNESSETH:
WHEREAS, on the date hereof, Pac Pacific owns all of the assets (the
"Assets") which are listed on Schedule A attached to this Agreement, and,
WHEREAS, Pac Pacific desires to sell the Assets to EarthNetMedia, and,
WHEREAS, EarthNetMedia desires to purchase all of the Assets of Pac Pacific
as disclosed on Schedule A, and,
WHEREAS, Pac Pacific has agreed to accept and EarthNetMedia has agreed to
deliver to Pac Pacific 5,257,000 shares of EarthNetMedia stock for the Assets,
and,
NOW, THEREFORE, in consideration of the promises and of the mutual agreements
contained herein, the Parties agree as follows:
ARTICLE I.
1.1 Purchase AND SALE OF SHARES.
Pac Pacific agrees to sell and transfer all its Assets to
EarthNetMedia and EarthNetMedia agrees to purchase said Assets.
1.2 EXCHANGE OF SHARES.
The consideration for the Assets shall be 5,257,000 common shares of
EarthNetMedia.
1.3 THE CLOSING.
The closing of the sale and purchase of the Shares (the "Closing")
shall take place at 10:00 AM June 5, 2000. The Closing shall take place at the
offices of EarthNetMedia in Santa Monica, California or at such other time,
place or date as the parties shall mutually agree to.
1.4 Deliveries BY PAC PACIFIC.
At the Closing, or as soon as practicable thereafter, Pac Pacific
shall deliver to EarthNetMedia;
(a) A Certificate certifying that the Assets held by Pac Pacific are
owned by Pac Pacific free and clear of any liens or other encumbrancing
documents.
(b) Xxxx of Sale evidencing the Sale of all Assets to EarthNetMedia.
1.5 DELIVERIES BY EARTHNETMEDIA
At the Closing, or as soon as practicable thereafter, EarthNetMedia
shall deliver to Pac Pacific:
(a) A total of 5,257,000 common shares of EarthNetMedia to be
transferred to Pac Pacific or their designees.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF PAC PACIFIC
2.1 ORGANIZATION.
Pac Pacific Group International, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the State of California
with all requisite power and authority to own, lease, and operate its properties
and to carry on its business as it is now being conducted, and is duly licensed,
authorized and qualified to do business and is in good standing in all
jurisdictions in which the conduct of its business or the ownership of its
properties requires it to be so qualified, authorized or licensed.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF EARTHNETMEDIA
EarthNetMedia hereby represents and warrants to Pac Pacific as follows:
3.1 ORGANIZATION.
-------------
EarthNetMedia is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada with all requisite power and
authority to own, lease, and operate its properties and to carry on its business
as it is now being conducted, and is duly licensed, authorized and qualified to
do business and is in good standing in all jurisdictions in which the conduct of
its business or the ownership of its properties requires it to be so qualified,
authorized or licensed.
3.2 AUTHORITY.
EarthNetMedia has full power and authority to enter into this
Agreement. The execution, delivery and performance of this Agreement has been
duly and effectively authorized by all necessary proceedings of EarthNetMedia.
This Agreement is a valid and binding obligation of EarthNetMedia enforceable in
accordance with its terms, except as may be affected by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally or by equitable principal. Neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will (i) violate, or conflict with, or require any consent under, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination of, or accelerate the performance required by, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties of EarthNetMedia, under any of the terms,
conditions or provisions of the Certificate of Incorporation or Bylaws of
EarthNetMedia or of any note, bond, mortgage, indenture, deed of trust, license,
agreement or other instrument or obligation to which EarthNetMedia is a party,
or by which EarthNetMedia or any of its respective properties may be bound or
affected, or (ii) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to EarthNetMedia or any of its respective properties. No
consent or approval by, notice to or registration with any governmental
authority or third party (the "Third Party Consent") is required on the part of
EarthNetMedia prior to the Closing Date in connection with the execution and
delivery by EarthNetMedia of this Agreement or the consummation by EarthNetMedia
of any of the transactions contemplated hereby.
ARTICLE IV.
MISCELLANEOUS
4.1 AMENDMENT OR SUPPLEMENT.
This Agreement may be amended or supplemented at any time by mutual
agreement of EarthNetMedia and Pac Pacific. Any amendment or supplement must be
in writing.
4.2 ENTIRE AGREEMENT.
This Agreement contains the entire agreement among the parties with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereto, written or oral, other than
any documents referred to herein. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto, and their
respective successors, any rights, remedies, obligations or liabilities.
4.3 ASSIGNMENT.
None of the parties hereto may assign any of its rights or
obligations under this Agreement to any other person.
4.4 NOTICES.
All notices and other communications which are required or permitted
under this Agreement shall be in writing and sufficient if delivered personally
or sent by federal courier, registered or certified mail, postage prepaid
addressed as follows:
If to EarthNetMedia: Xxxx Xxxxx, President
Xxxxxxxxxxxxx.xxx, Inc.
000 Xxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
If to Pac Pacific Felizian Xxxx, President
000 Xxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
4.5 CAPTIONS
The captions contained in this Agreement are for reference purposes
only and are not a part of this Agreement.
4.6 COUNTERPARTS.
This Agreement may be executed in any number of counter-parts, and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
4.7 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the State of California applicable to agreements made and entirely
to be performed within such jurisdiction except to the extent federal law may be
applicable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
XXXXXXXXXXXXX.XXX, INC.
-----------------------------
By; Xxxx Xxxxx
Its: President
PAC PACIFIC INTERNATIONAL GROUP, INC.
--------------------------
Felizian Xxxx, President
SCHEDULE A
1. LIBRARY OF FILMS
2. VIDEO CINEMA EQUIPMENT
+ CAMERAS
+ LIGHTING SYSTEMS
+ DIGITAL EDITING EQUIPMENT
