AGREEMENT
EXHIBIT
10.3
AGREEMENT
This
Agreement is made this the 31st day of August 2007 by and between Secured
Financial Network, Inc. (Seller) located at 000 XX 0xx
Xxx., Xxxxx 0000,
Xx. Xxxxxxxxxx, XX 00000 and Goldmill Productions, LLC (Buyer)
located at 000 Xxxxx Xxx, Xxxxxxxxx, XX 00000 known as the parties to this
Agreement.
Recitals:
Whereas,
Seller has agreed to sell its 100% ownership interest in The All In Mall
(xxx.xxxxxxxxxxxx.xxx) to buyer. The purchase will include all rights
to the domain names, established URL, Mall software and tracking system, web
design, and hosting server contract.
Purchase
Price:
$75,000
to be paid in monthly installments of $3125 per month beginning 60 days after
installation of game software, but no later than December 1, 2007.
Liabilities:
Seller
agrees to hold harmless Buyer from all liabilities incurred or related to
operation of the Mall prior to August 31, 2007 and Buyer agrees to hold harmless
Seller from any liabilities incurred or related to the operation of the Mall
after August 31, 2007.
Mall
Condition:
It
is
understood by the buyer that the Mall is being purchased in “as is” condition
and that no games are currently licensed or housed in the Mall
domain. Buyer will have full access to developer of Mall software,
(httpfactory Xxxxx Xxxxxxx) on a direct basis. Buyer will be liable
for any and all charges incurred after August 31, 2007.
Delivery:
Upon
signing of the Sale Agreement
Dispute
Resolution:
This
Agreement shall in all respects and for all purposes be governed, interpreted,
and construed in accordance with the laws of the State of Florida and the United
States of America.
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All-In-Mall
Sales Agreement & Note - continued
Notices:
Any
notice, request, or other correspondence pursuant to or in connection with
this
Agreement shall be sent to any party to Agreement via facsimile, registered
mail, or personal delivery at the respective address of the parties to this
Agreement.
Default:
Monthly
payments will be due on the 1st of each
month
beginning December 1, 2007. A 5% penalty will be assessed if payment
is not received by the 5th of each
month.
Assignment:
This
Agreement shall inure to the benefit of and be binding upon the respective
parties and their successors and permitted assigns and
transferees. Excepts as expressly provided herein, none of the
parties shall assign or transfer all or any part of this Agreement or any of
its
rights and or obligations hereunder to any third party without the written
consent of the other party.
Entire
Agreement:
This
Agreement sets forth the entire Agreement and understanding between the parties
relating to the subject matter contained herein and supercedes all prior
discussions among the parties. This agreement may not be amended or
supplemented in any manner except by an instrument in writing signed by a duly
authorized representative of each of the parties.
Confidentiality
and Non-Circumvention:
The
parties to this Agreement agree to not disclose any information relating to
this
Agreement without the permission of the other party to this
Agreement. At all time will both parties be bound by the NDA already
executed by the parties.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives on the date specified above.
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For
and on behalf of
|
For
and on behalf of
Goldmill Productions, LLC
|
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| By_________________________ | By_________________________ | |
|
Name______________________
|
Name______________________
|
|
|
Title_______________________
|
Title_______________________
|
|
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Date____/____/2007
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Date____/____/2007
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2
All-In-Mall Sales Agreement & Note -
continued
$
75,000 Promissory Note
August
31, 2007
Goldmill
Productions, LLC (“Borrower”), located at 000 Xxxxx Xxx, Xxxxxxxxx, XX 00000, in
consideration for 100% ownership of “The All-In Mall”, hereby promises to pay to
the order of Secured Financial Network, Inc. (“Lender”), at its primary place of
residence at 000 XX 0xx Xxxxxx.,
Xxxxx
0000, Xx. Xxxxxxxxxx, XX or at such other address given to Borrower by Lender,
in immediately available funds and in lawful money of the United States of
America, the principal sum of Seventy-Five Thousand Dollars ($75,000.00), or
such lesser sum as may be advanced and outstanding hereunder, when demanded
by
Lender, together with interest on the unpaid principal balance of this Note
equal to zero percent (0%) per annum. Based on such calculations
interest and principal shall be paid monthly on the first day of each month,
beginning December 1, 2007.
This
note
is a result of the Agreement Dated August 31, 2007 and executed on September
11,
2007.
Monthly
payment shall be $ 3,125 per month. A 5% penalty will be assessed ($156.25)
if
payment is not received by the 5th of each
month.
Borrower
shall repay this Note on or before November 1, 2009.
All
payments made on this Note as scheduled shall be applied, to the extent thereof,
first to accrued but unpaid interest and the balance to unpaid
principal. Except to the extent specific provisions are set forth in
this Note with respect to application of payments, all payments received by
the
holder hereof shall be applied, to the extent thereof, to the indebtedness
owing
by Borrower to Lender in such order and manner as Lender or any other holder
hereof shall deem appropriate, any instructions from Borrower or anyone else
to
the contrary notwithstanding.
Borrower
shall be entitled to prepay this Note in whole or in part at any
time. Any prepayments of this Note shall be applied first to accrued
but unpaid interest, and then to the principal balance hereof in the inverse
order of maturity.
All
agreements between Borrower and Lender, or any subsequent holder of this Note,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of the maturity of this Note or otherwise, shall the
amount paid or agreed to be paid to the holder of this Note for the use,
forbearance, or detention of the funds advanced pursuant to this Note or for
the
performance or payment of any covenant or obligation contained herein or in
any
other document evidencing, securing or pertaining to this Note, exceed the
maximum amount permissible under applicable law (the “Highest Lawful
Rate”). If from any circumstance whatsoever fulfillment of any
provision hereof or of any such other document, at the time performance of
such
provision shall be due, shall involve transcending the limit of validity
prescribed by applicable law, then ipso facto, the obligation to be fulfilled
shall be reduced to the limit of such validity, and if from any circumstance
the
holder hereof shall ever receive anything of value deemed excess interest by
applicable law, an amount equal to any such excess interest shall be applied
to
the reduction of the principal amount owing under this Note, and not to the
payment of interest, or if such excess interest exceeds the unpaid principal
balance of this Note, such excess interest shall be refunded to
Borrower. All sums paid or agreed to be paid to any holder of this
Note for the use, forbearance or detention of any funds advanced pursuant to
this Note shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of this Note until
payment in full so that the rate of interest on account of the indebtedness
evidenced by this Note is uniform throughout the term hereof. The
terms and provisions of this paragraph shall control and supersede every other
provision of all agreements between Borrower and any holder of this
Note.
3
All-In-Mall Sales Agreement & Note -
continued
If
this
Note is placed in the hands of an attorney for collection after default, or
if
all or any part of the indebtedness represented hereby is proved, established
or
collected in any court or in any bankruptcy, receivership, debtor relief,
probate or other court proceedings, Borrower and all endorsers, sureties and
guarantors of this Note jointly and severally agree to pay reasonable attorneys’
fees and collection costs to the holder hereof in addition to the principal
and
interest payable hereunder.
Borrower
and all endorsers, sureties and guarantors of this Note hereby severally waive
demand, presentment for payment, protest, notice of protest, notice of
acceleration of and notice of intention to accelerate the maturity of this
Note,
diligence in collecting, the bringing of any suit against any party and any
notice of or defense on account of any extensions, renewals, partial payments
or
changes in any manner of or in this Note or in any of its terms, provisions
and
covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before
or
after maturity.
Neither
the failure by the holder hereof to exercise, nor delay by the holder hereof
in
exercising, the right to accelerate the maturity of this Note or any other
right, power or remedy upon any default or event of default shall be construed
as a waiver of such default or event of default or as a waiver of the right
to
exercise any such right, power or remedy at any time. No single or
partial exercise by the holder hereof of any right, power or remedy shall
exhaust the same or shall preclude any other or further exercise thereof, and
every such right, power or remedy may be exercised at any time and from time
to
time. All rights and remedies provided for in this Note are
cumulative of each other and of any and all other rights and remedies existing
at law or in equity, and the holder hereof shall, in addition to the rights
and
remedies provided herein, be entitled to avail itself of all such other rights
and remedies as may now or hereafter exist at law or in equity for the
collection of the indebtedness owing hereunder, and the resort to any right
or
remedy provided for hereunder or provided for by law or in equity shall not
prevent the concurrent or subsequent employment of any other appropriate rights
or remedies. Without limiting the generality of the foregoing
provisions, the acceptance by the holder hereof from time to time of any payment
under this Note which is past due or which is less than the payment in full
of
all amounts due and payable at the time of such payment, shall not (i)
constitute a waiver of or impair or extinguish the rights of the holder hereof
to accelerate the maturity of this Note or to exercise any other right, power
or
remedy at the time or at any subsequent time, or nullify any prior exercise
of
any such right, power or remedy, or (ii) constitute a waiver of the requirement
of punctual payment and performance, or a novation in any respect.
This
Note
may not be changed, amended or modified except in a writing expressly intended
for such purpose and executed by the party against whom enforcement of the
change, amendment or modification is sought.
The
Loan
is made solely for business purposes and is not for personal, family, household
or agricultural purposes.
Time
shall be of the essence in this Note with respect to all of Borrower’s
obligations hereunder.
THIS
NOTE
AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY THE
LAWS
OF THE STATE OF FLORIDA, EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY THE
FEDERAL LAWS OF THE UNITED STATES OF AMERICA. THE BOOKS AND RECORDS
OF LENDER SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF ALL SUMS DUE LENDER
HEREUNDER.
THIS
NOTE
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
Executed
as of the date first written above.
| BORROWER:
________________________________ Goldmill
Productions, LLC
|
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