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Exhibit 99.1
ASSIGNMENT AND EXCLUSIVE SERVICES AGREEMENT
THIS ASSIGNMENT AND EXCLUSIVE SERVICES AGREEMENT (this "Agreement"), is
made and entered into this 16th day of April, 2007 to be effective as of January
1, 2007 (the "Effective Date"), is entered into by and among Global Marketing
Alliance, LLC, a Utah limited liability company ("GM"); Online Profit Academy,
LLC, a Utah limited liability company ("OP"); eProfits Marketing, LLC, a Utah
limited liability company ("EP"); and Online 2 Income, LLC, a Utah limited
liability company ("OL" and collectively referred together with GM, OP, EP, and
OL as "GMA") and with respect to Sections 5 and 8 only, Sovatphone Xxx ("Xxx" or
collectively with GMA, "GMA-Xxx"), on the one hand, and CirTran Corporation, a
Nevada corporation ("CirTran Corporation"); and CirTran Online Corporation, a
Utah corporation and a wholly-owned subsidiary of CirTran Corporation ("COC,"
and collectively referred to together with CirTran Corporation as "CirTran"), on
the other hand. GMA-Xxx and CirTran are sometimes individually referred to
hereinafter as a "Party" and collectively as the "Parties."
RECITALS
A. GMA is an educational company offering its clients various levels of
training in tools specifically designed for e-commerce including, but not
limited to, web building. GMA has extensive industry contacts and experience in
ecommerce and online sales and marketing. GMA has obtained, and will obtain in
the future, executory contracts with its customers for training, website
development and website hosting and operation.
B. COC is commencing a diversified media business of online product
marketing and sales, infomercial production, and product merchandising services
and will serve as the online sales and marketing division of CirTran
Corporation. For purposes of this Agreement "COC Products" shall consist of the
products COC currently anticipates marketing and/or selling online as set forth
in Exhibit A and all future products to be marketed and/or sold online by COC
for which GMA is providing Outsourced Operations.
C. CirTran desires to outsource to GMA the online marketing and sales
of all of the COC Products, as set forth in Exhibit B (collectively the
"Outsourced Operations").
D. As consideration for GMA's performance of the Outsourced Operations,
COC shall compensate GMA as set forth in Section 4 below, and shall make
available to GMA CirTran's infrastructure, including, but not limited to, all of
CirTran's bookkeeping and contract preparation resources, as well as management
consulting services regarding strategic and operational aspects of GMA's
business.
E. The Parties desire that the initial term of this Agreement shall be
three (3) years, commencing on the Effective Date and, subject to Section 6 of
this Agreement, terminating on December 31, 2009 (the "Initial Term").
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, agree as follows:
1. GMA Duties and Obligations.
(a) During the term of this Agreement, GMA agrees to perform the
Outsourced Operations for and on behalf of CirTran. The Outsourced Operations
shall be performed in a prompt and professional manner consistent with GMA's
past practices.
(b) GMA shall assign its Current GMA Contracts and New GMA
Contracts to COC as set forth in Section 3.
2. Initial Payment. Upon the mutual execution of this Agreement, COC
will tender a one time non-recoupable payment to GMA in the amount of Five
Thousand Dollars ($5,000.00) in full consideration of the following:
(a) a revocable, worldwide license to use the name "Global
Marketing" whereby both COC and GMA will have rights to use the name "Global
Marketing" during the Initial Term and/or the Renewal Term (as defined in
Section 7 below). COC's license to use "Global Marketing" shall automatically
terminate upon termination or breach of this Agreement;
(b) GMA's commitment obtained herein to perform the Outsourced
Operations and all reasonable expansions of the Outsourced Operations with
respect to future COC Products; and
(c) GMA assigning its Current GMA Contracts to COC as of the
Effective Date as set forth in Section 3.
3. Assignment of Current GMA Contracts; Right of First Refusal.
(a) GMA has attached hereto as Exhibit C a list of all of its web
hosting and training contracts as of the Effective Date or which were entered
into between the Effective Date and the date of this Agreement (collectively,
the "Current GMA Contracts"), together with forms of such contracts. Within five
(5) business days from the date of this Agreement, COC will notify GMA of any
Current GMA Contracts that COC declines to assume. With the exception of any
Current GMA Contracts COC expressly declines to assume, all of the Current GMA
Contracts shall be assigned to COC as of the Effective Date. If a Current GMA
Contract requires the consent of GMA's client for assignment, GMA will attempt
to obtain such consent after the Effective Date. However, even if a Current GMA
Contract cannot be or is not assigned as of or after the Effective Date, GMA
shall still deliver 100% of the GMA Net Sales received under such Current GMA
Contract to COC pursuant to Section 4(c)(i) below.
(b) The consideration for assignment of the Current GMA Contracts
is the initial payment described in Section 2, the Employment Agreement (as
defined in Section 5), and the compensation described in Section 4.
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(c) After the date of this Agreement, GMA will notify COC in
writing of all future contracts secured by GMA (the "New GMA Contracts" or
collectively with the Current GMA Contracts, the "GMA Contracts"). Within five
(5) business days from such notification, COC will notify GMA of any such New
GMA Contracts that COC does not wish to include as an agreement to be serviced
under the terms of this Agreement. If, but only if, COC, acting through its CEO,
so declines to accept a New GMA Contract, GMA may continue to service the
relevant client without any obligation to make any payments to COC with respect
to such New GMA Contract pursuant to Section 4 below.
(d) If during the term of this Agreement GMA forms or controls
other entities to provide training or tools for e-commerce, GMA shall cause such
entities to become parties to this Agreement and be bound by Section 3(c) above
unless waived in writing by CirTran. The foregoing shall not apply to training
or tools relating solely to mortgages or other financial services.
4. Ongoing Compensation.
(a) As used herein, "GMA Net Sales" shall mean all revenue
generated from the Current GMA Contracts and any New GMA Contracts that are
assumed or accepted by COC pursuant to Section 3 above, less returns and charge
backs. GMA Net Sales are recognized for purposes of this Agreement only when
payment of the GMA Net Sales is actually received by COC pursuant to Section
4(c).
(b) As used herein, "COC Net Sales" shall mean all revenue
generated to COC from the online sale of COC Products, less returns and charge
backs.
(c) The compensation for the services rendered hereunder shall be
as follows:
(i) To the extent that revenue from the GMA Contracts is
received directly by GMA, GMA shall cause such revenue to be deposited directly
into segregated merchant account(s). GMA hereby grants COC a security interest
in such merchant accounts to secure GMA's obligation to disburse the GMA Net
Sales in the account to COC. GMA, COC and each financial institution holding
such a merchant account will enter into a control agreement acknowledging such
security interest. GMA, at reasonable intervals mutually agreeable to both GMA
and COC, shall forward to COC the current GMA Net Sales resulting therefrom. GMA
shall have the right to offset current GMA Net Sales by current returns and
charge backs otherwise applicable to previously paid GMA Net Sales.
(ii) Within two (2) business days after COC's receipt of GMA
Net Sales from GMA pursuant to Section 4(c)(i), COC shall remit 95% of GMA Net
Sales to GMA, and shall retain the remaining 5% of GMA Net Sales. For revenue
from the GMA Contracts that is received directly by COC, COC, at reasonable
intervals mutually agreeable to both GMA and COC, shall forward to GMA 95% of
the current GMA Net Sales resulting therefrom.
(iii) COC shall retain 95% of COC Net Sales, and shall remit
the remaining 5% of COC Net Sales to GMA at reasonable intervals mutually
agreeable to both COC and GMA.
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(d) GMA will be responsible to pay for all of its direct overhead,
labor and expenses to operate its business from its share of GMA Net Sales or
COC Net Sales payable as set forth in this Section 4.
(e) COC is in the final stage of negotiations to acquire certain
rights to market an energy drink under the Playboy(R) trademark. COC does not
anticipate actually selling the energy drink online, but it is anticipated that
COC will be required to establish an informational website for the energy drink.
If COC is required to establish such a website, it intends to utilize GMA to
build and host the website if terms can be mutually agreed upon, and the parties
will negotiate in good faith for a separate agreement regarding such services.
The parties acknowledge that the energy drink is not a COC Product as defined
herein.
(f) Each of COC and GMA shall allow the other Party and its
authorized representatives or designees full access, with reasonable prior
notification, and during normal business hours, to all working papers, books and
operating, account and financial records relating to the payments to be made
pursuant to this Section 4, and shall furnish each other with all such
information as may be reasonably requested in connection therewith.
(g) Any payment required to be made under this Section 4 that is
more than ten (10) days overdue shall be subject to an interest charge of one
percent (1%) per month, compounded monthly, from the due date until paid in
full.
5. Sovatphone Xxx Employment. Unless waived in writing by COC, as a
condition to the effectiveness of this Agreement, Xxx must remain affiliated
with GMA and remain involved with GMA business operations. Xxx shall also be
employed by COC as its Senior Vice President whereby he shall be directly
responsible for the online marketing and sales of the COC Products, as set forth
in and subject to the terms and conditions of that certain employment agreement
(the "Employment Agreement") substantially in the form attached hereto as
Exhibit D.
6. Additional COC Products. When COC obtains rights in the future to
market and sell online an additional product (an "Additional Product") it will
so notify GMA. If GMA desires to provide Outsourced Operations for such
Additional Product it will notify COC within a reasonable time, not to exceed
five business days, and the parties will negotiate in good faith the specific
Outsourced Operations required for that Additional Product and whether the
compensation for such Additional Product should differ from the standard
compensation described in Section 4(c)(iii). If the parties reach agreement,
they will prepare, initial and attach to this Agreement an additional Exhibit A
naming such Additional Product as a COC Product and including any special terms
relating to that Additional Product. If the parties cannot reach agreement in a
reasonable time, COC may obtain the Outsourced Services for such Additional
Product from third parties without any compensation to GMA.
7. Term, Renewal, Termination.
(a) This Agreement shall be for an initial term of three (3)
years, commencing on the Effective Date (the "Initial Term").
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(b) This Agreement shall renew for successive terms of two (2)
years each (each a "Renewal Term," and collectively the "Renewal Term") unless,
at least 30 days prior to the end of the Initial term or the then-current
Renewal Term, either Party notifies the other of its intent to not renew.
(c) This Agreement may be terminated by either Party:
(i) if both Parties agreed in writing to terminate;
(ii) within the Initial Term and for any reason or no reason
by providing the other Party 90 days' written notice of such termination.
(iii) if the other Party defaults in any payment to the
terminating Party required under this Agreement, and such default continues
without a cure for a period of 20 days, after the delivery of written notice
thereof by the terminating Party to the other Party; or
(iv) if the other Party defaults in the performance of any
material term or condition of this Agreement other than the payment of money and
such default continues unremedied for a period of 30 days after the delivery of
written notice thereof by the terminating Party to the other Party.
(d) Upon the expiration or termination of this Agreement (i) COC
shall assign to GMA the Current GMA Contracts and the New GMA Contracts then in
effect, (ii) COC will deliver to GMA the GMA bookkeeping records then in COC's
possession, (iii) GMA will cooperate with COC in transitioning the hosting of
the websites for the COC Products to a new hosting service designated by COC,
including delivery of all site content and related data files and transferring
registration of any URLs in GMA's name, and (iv) upon payment of all amounts
owing to CirTran hereunder, net of all amounts owing to GMA hereunder, CirTran
will release the security interest created pursuant to Section 4(c)(i) and will
terminate the control agreement and any financing statement related thereto.
8. Indemnification.
(a) COC, for itself and for its assigns and successors, hereby
knowingly and voluntarily agrees to defend, hold harmless, and indemnify GMA,
its subsidiaries and affiliates, and Xxx, and each of their respective agents,
managers, members, owners, officers, directors, successors, assigns, and
attorneys from and against any and all claims, actions, causes of action,
proceedings, suits, costs, liabilities, damages, and expenses, whether known or
unknown, (including, but not limited to, all direct special, incidental,
exemplary and consequential damages, attorneys' fees and losses of any kind)
based upon, resulting from, and/or that relate in any way to (a) CirTran's
operations with respect to the COC Products prior to the date hereof, or (b) any
breach by CirTran of any representations, warranties or covenants contained
herein.
(b) GMA-Xxx, for itself and for its assigns and successors, hereby
knowingly and voluntarily agrees to defend, hold harmless and indemnify CirTran,
its subsidiaries and affiliates, and each of their respective agents, managers,
members, owners, officers, directors, successors, assigns, and attorneys from
and against any and all claims, actions, causes of action, proceedings, suits,
costs, liabilities, damages, and expenses, whether known or unknown,
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(including, but not limited to, all direct special, incidental, exemplary and
consequential damages, attorneys' fees and losses of any kind) based upon,
resulting from, and/or that relate in any way to (a) GMA's operations with
respect to the COC Products prior to the date hereof, (b) any breach by GMA-Xxx
of any representations, warranties or covenants contained herein, or (c) any
liabilities arising under the Current GMA Contracts or New GMA Contracts prior
to the date of assignment to COC, including any claims that GMA violated any
laws in connection with the GMA Contracts or claims that GMA has breached the
GMA Contracts or that the GMA Contracts are not enforceable against the
customers named therein.
9. Representations and Warranties.
(a) GMA represents and warrants to CirTran as follows:
(i) Authority of GMA. GMA has the requisite power and
authority to execute and deliver this Agreement and to carry out the
transactions contemplated hereunder. All acts and/or proceedings required to be
taken or performed by GMA to authorize the execution, delivery and performance
of this Agreement and all transactions contemplated hereby have been duly and
validly taken as of the date hereof. This Agreement constitutes, or when
executed will constitute, legal, valid and binding obligations of GMA,
enforceable against GMA in accordance with the terms herein, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors'
rights and by general equitable principles.
(ii) Execution; Delivery; Valid and Binding Agreements. The
execution, delivery, and performance of this Agreement by GMA and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all requisite action, and no other proceedings are necessary to
authorize the execution, delivery, and performance of this Agreement. This
Agreement has been duly executed and delivered by GMA and constitutes the valid
and binding obligation of GMA, enforceable in accordance with its terms.
(iii) Governmental Authorities; Consents. GMA is not required
to submit any notice, report, or other filing with any governmental authority in
connection with the execution or delivery by it of this Agreement or the
consummation of the transactions contemplated hereby. No consent, approval, or
authorization of any governmental or regulatory authority or any other party or
person is required to be obtained by GMA in connection with GMA's execution,
delivery, and performance of this Agreement and the transactions contemplated
hereby. To the best of GMA's knowledge and belief, the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby will
not violate any laws to which GMA or its business is subject
(iv) No Violations. Except as expressly provided with respect
to Current GMA Contracts or New GMA Contracts as set forth in Section 4 above,
to the best of GMA's knowledge and belief, the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby will not
constitute, nor with notice or lapse of time or both would constitute, a breach
of or default under any contract, judgment, indenture, mortgage, deed of trust,
instrument or understanding to which GMA is a party or is
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subject, or the creation or imposition of any lien affecting GMA's ability to
consummate all of the transactions contemplated hereunder.
(v) Current GMA Contracts. To the best knowledge of GMA, GMA
has performed each and every obligation of GMA arising under the terms and
provisions of each Current GMA Contract prior to the date of this Agreement and
except for claims for refunds or chargebacks in an aggregate amount consistent
with GMA's historical experience, there is not, as of the date of this
Agreement, any breach or default on the part of GMA under any Current GMA
Contract, nor does there exist any state of facts or circumstances that with the
giving of notice or passage of time would constitute a breach or default of the
obligations of GMA under a Current GMA Contract. To the best knowledge of GMA,
each Current GMA Contract assigned to COC is a binding agreement of the customer
named therein, enforceable in accordance with its terms, subject to bankruptcy
and other laws affecting the rights of creditors in general, and except for
claims for refunds or chargebacks in an aggregate amount consistent with GMA's
historical experience.
(vi) New GMA Contracts. The notice to COC of each New GMA
Contract pursuant to Section 3(c) shall constitute GMA's representation and
warranty, effective as of the date of such notice, that to the best of its
knowledge and except for claims for refunds or chargebacks in an aggregate
amount consistent with GMA's historical experience, (a) GMA has performed each
and every obligation of GMA arising under the terms and provisions of each New
GMA Contract described in such notice prior to the date of the notice and there
is not, as of the date of the notice, any breach or default on the part of GMA
under any such New GMA Contract, nor does there exist any state of facts or
circumstances that with the giving of notice or passage of time would constitute
a breach or default of the obligations of GMA under such New GMA Contract, and
(b) each New GMA Contract described in the notice is a binding agreement of the
customer named therein, enforceable in accordance with its terms, subject to
bankruptcy and other laws affecting the rights of creditors in general.
(vii) Compliance with laws. Except as disclosed to CirTran in
writing, to the best of GMA' s knowledge GMA has complied with all applicable
laws and regulations with respect to the marketing and sale of the Current GMA
Contracts and it will comply with all applicable laws and regulations with
respect to the marketing and sale of the New GMA Contracts. Without limiting the
generality of the foregoing, GMA has complied with, and will comply with, the
FTC Cooling-off Rule and state business opportunity or fair business practices
laws and regulations, if and to the extent that they are applicable.
(b) CirTran represents and warrants to GMA as follows:
(i) Authority of CirTran. CirTran has the requisite power and
authority to execute and deliver this Agreement and to carry out the
transactions contemplated hereunder. All acts and/or proceedings required to be
taken or performed by CirTran to authorize the execution, delivery and
performance of this Agreement and all transactions contemplated hereby have been
duly and validly taken as of the date hereof. This Agreement constitutes, or
when executed will constitute, legal, valid and binding obligations of CirTran,
enforceable against CirTran in accordance with the terms herein, except as
enforcement may be
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limited by applicable bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and by general
equitable principles.
(ii) Execution; Delivery; Valid and Binding Agreements. The
execution, delivery, and performance of this Agreement by CirTran and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all requisite action, and no other proceedings are necessary to
authorize the execution, delivery, and performance of this Agreement. This
Agreement has been duly executed and delivered by CirTran and constitutes the
valid and binding obligation of CirTran, enforceable in accordance with its
terms. CirTran represents and warrants that it has obtained all rights necessary
to market and sell each of the COC Products listed in Exhibit A, and that it
will utilize its best efforts to obtain all rights necessary to market and sell
all future COC Products.
(iii) Governmental Authorities; Consents. CirTran is not
required to submit any notice, report, or other filing with any governmental
authority in connection with the execution or delivery by it of this Agreement
or the consummation of the transactions contemplated hereby. No consent,
approval, or authorization of any governmental or regulatory authority or any
other party or person is required to be obtained by CirTran in connection with
CirTran's execution, delivery, and performance of this Agreement and the
transactions contemplated hereby. To the best of CirTran's knowledge and belief,
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not violate any laws to which CirTran or
its business is subject.
(iv) No Violations. To the best of CirTran's knowledge and
belief, the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not constitute, nor with notice or lapse
of time or both would constitute, a breach of or default under any contract,
judgment, indenture, mortgage, deed of trust, instrument or understanding to
which CirTran is a party or is subject, or the creation or imposition of any
lien affecting CirTran's ability to consummate all of the transactions
contemplated hereunder.
(v) Compliance with laws. To the best of CirTran' s knowledge
CirTran has complied with all applicable laws and regulations with respect to
the marketing and sale of the COC Products and it will comply with all
applicable laws and regulations with respect to the marketing and sale of the
new COC Products.
(vi) Disclaimer of Legal and Accounting Advice. CirTran will
exercise the same level of care towards the bookkeeping and contract management
services provided to GMA hereunder as it exercises towards similar services it
provides to itself and its affiliates . CirTran is neither a professional
accounting firm nor a law firm and CirTran will not provide accounting, legal or
tax advice to GMA hereunder.
10. Authority. COC's discretion to accept or approve Current GMA
Contracts or New GMA Contracts under Section 3 may only be exercised by writings
executed by its Chief Executive Officer.
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11. Assignment. This Agreement shall be binding upon the Parties and
their respective successors and assigns, provided that no Party hereto may
assign this agreement without the written consent of the other Party. Consent to
assignment shall not be unreasonably withheld, provided that the consenting
Party may require evidence to its reasonable satisfaction that the proposed
assignee will be able to perform the obligations of the proposed assignor.
12. Notices. All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally, sent by document,
overnight delivery service or, to the extent receipt is confirmed, mailed
first-class, post-prepaid, or telecopied to the appropriate address or number
set forth below.
Notice to GMA shall be addressed to:
Global Marketing Alliance
0000 Xxxxx 0000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Sovatphone Xxx
Fax: 000-000-0000
Notices to CirTran shall be addressed to:
CirTran Corporation
0000 Xxxxx 0000 Xxxx
Xxxx Xxxxxx Xxxx, Xxxx 00000
Attention: Xxxxx Xxxxxxxx
Fax: 000-000-0000
or at such other address and to the attention of such other person as either
Party may designate by written notice to the other.
13. Governing Law, Dispute Resolution. This agreement shall be
governed by and construed by the laws of the State of Utah, disregarding the
conflicts of laws provisions thereof. Any claim, dispute or controversy arising
out of, or relating to any section of this Agreement or the making, performance,
or interpretation of the rights and obligations explicitly set forth in this
Agreement shall, upon the election by written notice of either Party, be settled
on an expedited basis by binding arbitration in Salt Lake City, Utah before a
single arbitrator mutually agreeable to the Parties, or if no agreement is
reached, before a single arbitrator from the American Arbitration Association
selected in accordance with its rules then in effect, which arbitration shall be
conducted in accordance with such rules, and judgment on the arbitration award
may be entered in any court having jurisdiction over the subject matter of
controversy.
14. Attorneys' Fees. In the event of any litigation concerning any
controversy, claim or dispute among the Parties hereto, arising out of or
relating to this Agreement or the breach hereof, or the interpretation hereof,
the prevailing Party shall be entitled to recover from the losing Party
reasonable expenses, attorneys' fees, and costs incurred therein or in the
enforcement or collection of any judgment or award rendered therein.
15. Amendment and Waiver. Except as otherwise expressly provided
herein, any provision of this Agreement may be amended only with the written
consent of the Parties. No term or provision of this Agreement shall be deemed
waived unless such waiver shall be in
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writing and signed by the Party making such waiver. Any waiver of a particular
breach of this Agreement shall not constitute a waiver of any other breach, nor
shall any waiver be deemed a continuing waiver unless it so states expressly.
16. Entire Agreement; Severability. This Agreement supersedes all
proposals, oral or written, all negotiations, conversations or discussions
between or among Parties relating to the subject matter of this Agreement and
all past dealing or industry custom. If any provision of this Agreement is held
to be illegal or unenforceable, that provision shall be limited or eliminated to
the minimum necessary so that this Agreement shall otherwise remain in full
force and effect and enforceable.
17. No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns.
18. Section Headings; Gender and Number. This section and article
headings contained in this Agreement are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement. All words
used in this Agreement shall be construed to be of such number and gender as the
context requires or permits.
19. Counterparts. This Agreement may be executed in two or more
counterparts, by original or facsimile signature, each of which shall be deemed
to be an original, but all of which together shall be considered one and the
same agreement.
[Remainder of Page Intentionally Left Blank; Signature Page to Follow]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first set forth above.
GMA:
Global Marketing Alliance, LLC,
a Utah limited liability company
By: /s/ Sovatphone Xxx
--------------------------------
Name: Sovatphone Xxx
Title: CEO
Online Profit Academy, LLC,
a Utah limited liability company
By: /s/ Sovatphone Xxx
--------------------------------
Name: Sovatphone Xxx
Title: CEO
eProfits Marketing, LLC,
a Utah limited liability company
By: /s/ Sovatphone Xxx
--------------------------------
Name: Sovatphone Xxx
Title: CEO
Online 2 Income, LLC,
a Utah limited liability company
By: /s/ Sovatphone Xxx
--------------------------------
Name: Sovatphone Xxx
Title: CEO
As to Sections 5 and 8 only:
XXX:
/s/ Sovatphone Xxx
------------------------------------
Sovatphone Xxx
CIRTRAN:
CirTran Corporation,
a Nevada corporation
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: CEO
CirTran Online Corporation,
a Utah corporation
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: CEO
EXHIBIT A
COC Products
1. The Real Deal Grill (contact cooker endorsed by Xxxxxxx
Xxxxxxxxx);
2. The True Ceramic Pro (hair styler);
3. Hot Lashes (heated eyelash curler);
4. A makeup kit licensed from Xxxx Xxxxxxxxx (final product name
pending); and
5. A snoring cessation oral appliance (license in final stage of
negotiation);
EXHIBIT B
Outsourced Operations
COC will outsource the following operations to GMA with respect to the COC
Products:
1. Building and hosting websites; provided that GMA will consult with
COC regarding the design and content of the websites and the final
websites shall be acceptable to COC in its reasonable judgment;
and
2. Online marketing and sales.
COC will outsource the following operations to GMA with respect to the Current
GMA Contracts and the New GMA Contracts:
1. Providing training and instructional materials and services;
2. Providing search engine optimization;
3. Building and hosting websites;
4. [Providing merchant accounts];
5. Providing customer support; and
6. All other services required under the GMA Contracts.
EXHIBIT C
Current GMA Contracts
EXHIBIT D
Form of Employment Agreement
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