AGREEMENT
This agreement, dated as of September 8, 2000, will confirm the mutual
agreement and intent to structure MyMobile City, Inc. ("MMC" or the
"Company"), through an equity investment in the company by WorldNet
Resource Group, Inc., a Utah company, traded on the OTC Bulletin Board
under the symbol WNRG ("WNRG"), which will result in WNRG's acquiring
twenty percent (20%) of MMC's outstanding Common Stock.
MMC and WNRG agree as follows:
1. The Web site to be addressed is xxx.xxxxxxxxxxxx.xxx along with any
other site derived from xxxxxxxxxxxx.xxx that has the wording "mymobile".
2. The Company will issue and sell to WNRG, in accordance with the rules
and regulations of the Securities and Exchange Commission, twenty percent
of the outstanding common stock in the Company in exchange for funding as
setforth in paragraph #4.
3. In the next registration statement WNRG shall put aside_____(_____)
additional shares of WNRG stock, which may use as an ESOP plan for its
employees.
4. WNRG shall fund MMC with five hundred thousand dollars ($500,000) to
be paid thru funding operations such as payroll, rent, supplies and all
other mutually agreed upon expenses.
5. The company and WNRG warrant and represent that: (i) they have a
requisite corporate power and authority to enter into and perform this
agreement and issue all shares in accordance with the terms thereof; (ii)
the execution and delivery this Agreement by the Company and the
consummation of its purpose have been approved by all necessary corporate
action; (iii) no further consent or authorization of the Company or its
Board of Directors or stockholder is required; and (iv) this agreement has
been duly executed and delivered by the Company and WNRG enforceable
against the Company and WNRG in accordance with its terms, except as such
enforceability may be limited to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors; rights and remedies or
by other equitable principles or general application.
6. The validity and interpretation of this Agreement shall be governed by
the law of the state of California applicable to agreements made and to be
fully performed therein. The Company and WNRG submit to the jurisdiction
of any court of the State of California or the Xxxxxxx Xxxxxxxx Xxxxx,
Xxxxxxx Xxxxxxxx of California for the purpose of any suit action, or other
proceeding arising out of this Agreement or any of the agreements or
transactions contemplated hereby, which is brought by or against the
Company or WNRG.
7. This Agreement contains the entire understanding of the parties with
respect to the transaction contemplated hereby and except as specifically
set forth herein, neither the Company nor WNRG makes any representation,
warranty, covenant or undertaking with respect to such matters. No
provision of this Agreement may be waived or amended other than by written
instrument signed by the party against whom enforcement of such an
amendment or waiver is sought.
8. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be effective upon hand delivery or
delivery by facsimile at the address or number designated below (if
delivered on a business day during normal business hours where such notice
is to be received). The address for such communications shall be:
To the Company: MyMobileCity, Inc
Attn: Xxxxxx Xxxxxxx, President
0000 Xxx Xxx Xxxxxx
Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
To WNRG: WorldNet Resource Group, Inc
Attn Xxxxxxx Xxxxx, Chairman
0000 Xxx Xxx Xxxxxx
Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
Either party here to may from time to time change its address for notices
under this Section by giving written notice of such changed address to the
other party hereto.
9. This Agreement shall be binding upon and inure to the benefit to the
parties and their permitted successors and permitted assigns. The parties
hereto may amend this Agreement without notice to or consent of any third
party. Neither the Company nor WNRG shall assign this Agreement or any
rights or obligations hereunder without prior written consent of the other
(which consent may be withheld for any reason in the sole discretion of the
party from whom consent is sought); provided however, that the Company and
WNRG may assign their rights and obligations hereunder as a result of any
merger or to any acquirer of substantially all of the assets of the
Company.
10. This Agreement is intended for the benefit of the parties hereto and
their respective permitted designees, successors and assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other
person.
11. This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the other party, it being understood that both parties need not sign this
same counterpart. In the event that signature is delivered by facsimile
transmission the party using such means of delivery shall cause two
additional executed signature pages to be physically delivered to the other
party within five (5) days of the execution and delivery hereof.
Confirmed and agreed to this 8th day of September, 2000.
MYMOBILECITY, INC
By:
---------------------
Name: Xxxxxx Xxxxxxx
Title: President
WORLDNETRESOURCE GROUP
By: /s/ Xxxxxxx Xxxxx
---------------------
Name: Xxxxxxx Xxxxx
Title: President/CEO
