EXHIBIT 10.10
AGREEMENT
This Agreement is entered into on February 17, 1999 by and between,
XxxxXxxx.xxx, Inc., a Nevada corporation with offices at 000 Xxxx Xxxxx, Xxxxx
000, Xxxxxxxxx Xxxxxxx, XX 00000 (hereinafter referred to as "Buyer"), and Mr.
Xxxxxxx Xxxxx, whose address is 0000 Xxxxxxx Xxxxx Xx., Xxxxxx, Xxxxxxxxxx
00000, and whose social security number is ###-##-#### (hereinafter referred to
as "Seller").
WHEREAS, it is the desire of the parties to this Agreement effectuate the sale
and transfer of the assets known as XxxxXxxx.xxx, subject to the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. DESCRIPTION OF THE ASSETS. The assets of XxxxXxxx.xxx (hereinafter the
"Assets" are as follows:
a) Ownership of the Internet domain name "XxxxXxxx.xxx" is registered in
the name of "Kaizen Works, Inc. 0000 Xxxxxx Xxxxxxx Xxxxx 000, Xxxxxx,
XX 00000" according to the records of InterNIC. Xx. Xxxxx warrants and
represents that he has full title and ownership of said domain name and
the assets it represents, as explained in the letters exchanged between
Xx. Xxxxx and Mr. Xxxxx Xxx, President of Kaizen Works, Inc. dated
September 30, 1996 and May 22, 1997, respectively, as well as the
certification dated February 2, 1999 of Xxxx Xxxxxxx, Esq., the court-
appointed Trustee in bankruptcy of Kaizen Works, Inc. The
aforementioned documents are attached hereto as Exhibits A, B and C.
b) Certain intellectual property and other property of the web site known
as xxxxxxxx.xxx which includes but is not limited to web pages and html
documentation as well as applications hereby described as "Downloadable
Shockwave Game Modules" and hereinafter referred to as "Sluggables."
Each Sluggable represents a game module and is identified by the
character(s) appearing therein. Presently and for the purposes of this
Agreement, the property includes the following Sluggables:
1. Xxxxxx
2. Xxxxx Xxxxx
3. Xxxx Xxxxxxx
4. Xxxx Xxxxx
5. Xxxx Xxxxx
6. Xxxxxxx Xxxxxx
7. "Blarney" the dinosaur
8. Xxxxx Xxxxxxxxx
9. Fabio
10. Xxx Xxxxxxx
11. Xxxx Xxxxxxxx
12. Xxxxxxx
13. Xxxxxxx Xxxxxxx
14. X.X. Xxxxxxx
15. Xxxx Xxxxxxxx
16. Xxxxx Xxx
17. Xxxxxx Xxxxxxx
18. Xxxxxx Xxxxx
19. Xxxxxxxx XxXxxxxx (new)
20. Xxxxx Xxxxxxxx (new)
21. Xxxx Xxxxx (new)
22. Xxxx Xxxxxxxxx
23. Motley Fool Jester
24. Xxxxxx Xxxxx
25. Your Stockbroker
26. Xxxxxxx Xxxxxxxx
27. Xxx Xxxxxx
28. Xxxxxx Xxxxxx
29. Xxxxx Xxxxxxxx
00. Beardstown Ladies
31. To be selected by the Buyer by February 28, 1999.
32. To be selected by the Buyer by February 28, 1999.
c) Any additional programs, computer code or applications, which are owned
by the Seller and are integral components of the web site known as
XxxxXxxx.xxx.
2. "AS IS" SALE. Buyer agrees that Seller makes no guarantees or warranties
concerning the site's popularity, profitability, or cost of operation.
3. TERMS AND CONDITIONS OF TRANSFER: - Buyer agrees to compensate Seller for
the sale and transfer of the Assets, upon Seller's performance of the following:
a) The granting of authorization to a change of level 1 and 2 DNS server
address with InterNIC for the domain name xxxxxxxx.xxx to the location
and DNS addresses provided by the Buyer.
b) The provision of reasonable technical assistance, including traveling
to and rendering technical services and consulting to Buyer at its
place of business in order to complete the transfer of the web site's
content to Buyer and insure that the web site and all the Sluggable
characters are fully operational. Buyer will provide Xx. Xxxxx with
accommodations at either its corporate apartment or comparable hotel
during his stay and will reimburse Xx. Xxxxx for his airfare and ground
transportation costs during his stay.
c) The granting of authorization and consummation of the transfer of the
ownership of the domain name or names related to the Slugfest site as
reflected in the registration records of the InterNIC, and concurrent
transfer of all title and interest held by Seller in the Assets to the
Buyer.
4. COMPENSATION: - Buyer will compensate Seller for the sale and transfer of
the Assets as well as the design, production and delivery of the new Sluggables
as follows:
a) The sum of $60,000 in connection with transfer of the Assets as
follows:
i) $30,000 upon completion of sections 3(a), 3(b) and 3(c) of this
Agreement.
j) $30,000 upon completion of the transfer of all the Assets to the
Buyer, including the site being fully operable, along with the
delivery of approximately 10,000 e-mail addresses of Slugfest
customers.
5. ADDITIONAL ASSETS AND COMPENSATION. Additional compensation in the amount of
$13,700 will be paid to Seller for the creation and delivery of an additional
eleven (11) "Sluggables", as described in #22 to #32 of Paragraph 1(b) of this
Agreement. The new Financial Web Sluggables characters have been and will be
selected by the Buyer, as set forth in Paragraph 1(b), above, and must be
accepted by the Buyer as being of the same or higher quality as those characters
already in existence. Buyer reserves the right to reject any character based
solely upon its criteria as to quality. Compensation will be paid as follows:
a) Five thousand dollars ($5,000.) upon execution of this Agreement.
Seller expressly agrees that he shall not endorse or cash the $5,000
check submitted herewith, until he has executed and returned this
agreement to the buyer, under penalty of criminal and civil sanctions.
b) Eight thousand seven hundred dollars ($8,700) upon the delivery,
installation, full operation, and acceptance of the new Sluggables.
6. PERFORMANCE FOR ADDITIONAL COMPENSATION. Seller agrees to work diligently on
the creation of the new Sluggables referred to in Paragraphs 1 and 5, and shall
deliver, install, and render same fully operational and accepted within five
weeks of the execution of this Agreement, with the exception of Sluggables #31
and #32, which will be delivered, installed, operational and accepted within 5
weeks of the day Buyer selects same.
7. REPRESENTATIONS:
a) Seller is the owner of and has good and marketable title to the Assets,
free from all encumbrances.
b) To Seller's knowledge, it has complied with all laws, rules, and
regulations of the city and state governments where it does business, and
with the federal government.
c) Seller will pay all taxes of any nature that may be due to any
governmental entity to date, as same relate to the transfer of the Assets.
d) Seller has entered into no contract to sell, mortgage, or provide any
security interest in the Assets, or any portion thereof
e) Seller has entered into no contract relating to the Assets.
f) There are no judgments, liens, or to Seller's knowledge actions or
proceedings pending or threatened against the Seller in any court.
g) To Seller's knowledge, the SlugFest site does not violate any publicity
statute or similar law concerning the public figures it portrays, nor has
Seller received any complaints or threats of litigation with respect
thereto.
h) Seller is vested with full title and ownership of the Assets, free and
clear of any equitable or legal interest that Kaizen Works, Inc. or any
creditor of same may have held in the past.
8. COVENANTS. The Seller covenants with the Buyer as follows:
a) Seller will transfer all of the assets enumerated, installed and
operating, free of all encumbrances.
b) All taxes related to the assets being transferred will be paid or provided
for up to the date of closing.
c) No judgments or liens will be outstanding, nor will litigation be pending
or threatened against the Seller at the time of closing.
d) All Assets transferred to the Buyer under this Agreement will become the
sole property of the Buyer and may not be reproduced, sold or otherwise
distributed without the express written consent of the Buyer.
e) Neither Kaizen Works, Inc., nor any creditor of same has any legal or
equitable interest in the Assets.
All representations and warranties made by the Seller shall survive the closing.
9. COVENANT NOT TO COMPETE. Seller agrees not to engage directly or indirectly
in any business of the type and character of the business engaged in by the
Buyer for a period of five (5) years any place in the world; provided the
Buyer performs all of its obligations under this Agreement.
10. 10 APPLICABLE LAW. This agreement shall be interpreted and enforced in
accordance with the laws of the State of Florida
11. AMENDMENTS. Any amendments to this agreement be only in writing executed by
both parties
12. TRANSFER AND ASSIGNMENT. No rights or duties may be transferred or assigned
by either party without the written approval of the other party.
13. NOTICES. All notices, payments or communications under this Agreement shall
be made in writing to the parties at the addresses set forth in the
introductory Paragraph of this Agreement.
14. LITIGATION AND COSTS. In the event of litigation resulting from a breach of
this Agreement the prevailing party shall be entitled to the recovery of its
legal fees and costs, and Seller will indemnify Buyer for all costs, fees,
and judgments with respect to any claims made by any third parties of which
he was aware, but has not disclosed herein. Buyer may withhold payment of
all or any part of the purchase price to satisfy any costs, fees, or
judgments that it may incur under this Paragraph.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written:
/s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxxxxx
------------------------------- -------------------------------
Xxxxxxx Xxxxx Xxxxx Xxxxxxxx
Seller President
XxxxXxxx.xxx., Inc.
Buyer
