AGREEMENT
Agreement entered into as of August 31, 1999 between QCL Group, Inc., a
Georgia Corporation, ("QCL") and B & E Holdings, Inc., a Georgia Corporation.
("Seller").
WHEREAS, Seller has conceived and designed a website tentatively to be
known as "XXXXXXXXX.XXX" which will provide an on-line information site for
publicly traded corporations to publish information; and
WHEREAS, QCL wishes to acquire all of Sellers rights, title and interest in
the XXXXXXXXX.XXX name, concept and design;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties agree as follows:
1. Seller hereby sells and assigns to QCL all rights, title and interest in
the XXXXXXXXX.XXX. name, along with any and all proprietary rights it has in any
design, intellectual property, website, or other work product related to the
XXXXXXXXX.XXX concept.
2. In consideration of the rights transferred pursuant to paragraph 1,
above, QCL shall issue to Seller 6,500,000 shares of QCL common stock. Seller
understands that the shares to be issued to it by QCL are not being registered
under the Securities Act of 1933 as amended (the "Securities Act"), and that
such shares may not be sold, pledged or otherwise transferred absent an
effective registration statement under the Securities Act, or pursuant to an
exemption from registration under the Securities Act, supported by an opinion of
counsel reasonably satisfactory to QCL that such registration is not required.
These shares shall be issued immediately by QCL in such manner and form as
designated by Seller.
3. In further consideration of the transfer of rights provided for pursuant
to paragraph 1, above, QCL agrees that it shall form a wholly owned subsidiary,
to be known as XXXXXX0XX.XXX, Inc., which shall operate XXXXXXXXX.XXX separate
and apart from other QCL operating entities. In connection therewith, QCL agrees
that this new subsidiary shall maintain all of the required corporate
formalities and shall be solely responsible for all financial matters relating
to the operation of XXXXXXXXX.XXX, including, for example, collection of
receivables, payroll, advertising, rent, website maintenance, mail, telephone
and other similar matters.
4. Seller agrees to assist QCL in acquiring all rights, title and interest
in all "Domain" names relevant to the creation of the XXXXXXXXX.XXX website,
including, without limitation, the names OTCFILING, OTCFILINGS,
OVERTHECOUNTERFILING, PINKSHEETFILING, OTCBBFILING, NYSEFILING, AMEXFILING,
NASDAQFILING, and ASEFILING.
5. QCL and the new subsidiary to be formed shall enter into an agreement
with Xxxxx Xxxxxxx to employ Xxxxxxx to supervise the operations of
XXXXXXXXX.XXX. Said agreement shall be subject to the terms and conditions to be
agreed on by Xxxxxxx and QCL. Should Xxxxxxx and QCL fail to reach agreement as
to the terms of Xxxxxxx'x employment within sixty (60) days of the date of this
Agreement, than Seller, in its sole and absolute discretion may, at any time
between 60 and 120 days after the date of execution of this Agreement, terminate
this Agreement, and all rights, title and interest in the XXXXXXXXX.XXX concept
and website shall revert back to Seller. In order to exercise its rights
pursuant to this paragraph, Seller must notify QCL in writing by certified mail
of its determination to terminate this Agreement.
6. All prior negotiations and agreements, if any, between the parties
hereto with respect to the transaction provided for herein are superseded by
this Agreement and there are no representations, warranties, understandings or
agreements with respect to such transactions other than those expressly set
forth herein. No modification, waiver or termination of this Agreement or any
provisions hereof shall be effective unless set forth in writing and executed by
the party or parties sought to be bound thereby. No waiver by either party of
any breach of this Agreement shall be deemed a waiver of any preceding or
succeeding breach.
7. All notices, requests, demands and other communications under this
Agreement or in connection therewith shall be made in writing and sent by
registered or certified mail, return receipt requested, and shall be made upon
the respective parties hereto at the following addresses:
To: QCL Group, Inc.
Att'n Xx. Xxxxx Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
To: B & E Holdings, Inc.
c/o Xx. Xxxxx Xxxxxxx
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
8. All questions pertaining to the validity, construction, execution and
performance of this Agreement shall be construed in accordance with, and
governed by, the laws of the State of Georgia, applicable to contracts made and
to be performed entirely therein.
9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument,
10. The parties shall each perform such acts, execute and deliver such
instruments and documents, and do all such other things as may be reasonably
necessary to accomplish the transactions contemplated in this Agreement.
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IN WiTNESS WHEREOF, the respective duly authorized representatives of the
parties have caused this Agreement to be executed as of the date first above
written.
ATTEST: QLC GROUP, INC.
/s/ Xxxxxxx X. Bewon /s/ Xxxxx Xxxxxx as President
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ATTEST: B & E HOLDINGS, INC.
/s/ Xxxxxxx X. Bewon /s/ Xxxxx X. Xxxxxxx
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