Exhibit 2.
AGREEMENT
THIS AGREEMENT MADE THIS 12th day of December, 2001 by and between
NEW SKY COMMUNICATIONS, INC., a publicly-traded New York corporation with
offices at 731 Powers Building, 00 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx
00000 (hereinafter referred to as "New Sky") and XXXXXXX XXXXXX, XXXXXXX
XXXXX, XXXXXX XXXXXXX, XXXXXXX X. XXXXXXXX, XXXX X. XXXXXXXX and XXXX
XXXXXX (hereinafter referred to individually and collectively as
"Movieplace").
WHEREAS, Xxxxxxxxxx.xxx, Inc. owns, produces and operates the
Internet site known as "xxxxxxxxxx.xxx" and the owners thereof are
desirous of New Sky acquiring the balance of Movieplace, and New Sky
being desirous of making such acquisition;
NOW THEREFORE the parties hereto covenant and agree as follows:
1) New Sky Communications, Inc. agrees to acquire the remaining sixty
percent (60%) of the common stock of Xxxxxxxxxx.xxx, Inc. owned by the
Movieplace shareholders and the Web site known as "xxxxxxxxxx.xxx" for a
purchase price of 250,000 unregistered, restricted common shares of New
Sky`s stock with a par value of $.02. In addition, New Sky shall assume
all outstanding debt of Xxxxxxxxxx.xxx as part of the purchase price of
the Xxxxxxxxxx.xxx. Such debt is set forth in Schedule A annexed hereto
and made a part hereof.
2) Movieplace shareholders warrant and represent that Xxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxx X. Xxxxxxxx and
Xxxx Xxxxxx own the entire remaining sixty percent (60%) of the stock of
Xxxxxxxxxx.xxx, Inc., which owns and operates the Web site known as
"xxxxxxxxxx.xxx", and that there exist no other encumbrances, liens, or
restrictions upon the business, the shares or the Web site that would
affect or impair such purchase of the shares by New Sky of the business
or the Web site. Movieplace shareholders further warrant and represent
that the Web address "xxxxxxxxxx.xxx" is registered to Xxxxxxxxxx.xxx,
Inc. and that the Web site and its content were created by and is
operated solely by Xxxxxxxxxx.xxx, Inc. and that, to the best of their
knowledge, there exist no other claims to the Web address or the creative
content of the site.
3) Xxxx Xxxxxx hereby agrees to provide non-exclusive Internet
film-related content services to the "xxxxxxxxxx.xxx" Web site for a
period of three (3) years from the date of this Agreement.
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Xxxxxxx Xxxxx shall provide Web site technical and design services to
"xxxxxxxxxx.xxx," as necessary, for a period of three (3) years from the
date of this Agreement.
As compensation for services to be rendered to the xxxxxxxxxx.xxx
site, New Sky shall grant 20,000 restricted, unregistered common shares
each to Xxxxxxx Xxxxxx and Xxxxxxx Xxxxx, and 10,000 restricted,
unregistered common shares to Xxxxxx Xxxxxxx.
At no time, without the prior written approval of New Sky, shall any
party hereto disclose the business methods, plans or any other
informational reasonably deemed to be confidential regarding the business
of New Sky or Movieplace to any third party, unless required by legal or
regulatory mandate.
4) New Sky shall seek registration of the shares herein granted, to
the best of its ability. At any time New Sky shall undertake to register
other common shares of the company in connection with any secondary
offering, or private placement of shares, New Sky shall seek, to the best
of its ability, to include registration of the shares herein granted in
such registration. The parties understand that for legal, financial
and/or technical reasons it may not be possible to register such shares.
5) No party hereto, nor its officers, directors employees or agents,
shall be liable for any act or omission performed or omitted in good
faith. Nothing herein shall place any party in the relationship of
principal, agent, master and servant, partners, joint venturers or
employer and employee of any other party and no party shall have the
authority, express or implied, or represent themselves as having the
authority to make binding contracts for the other or to bind or obligate
the other in any way. No party hereto shall assume any liabilities of any
other party, except as set forth herein, and each party agrees to
indemnify and hold the other parties, its officers, directors, employees
and agents harmless from any manner of claim, action, or liability past,
present or future not directly related to this Agreement.
6) This Agreement shall be construed under the laws of the State of
New York and the Supreme Court of the State of New York in Monroe County
shall be deemed the sole and exclusive convenient forum for the
resolution of disputes under this Agreement. In no event, shall any party
seek injunctive relief or take any action which may impair, hinder or
delay the production and full exploitation of the "xxxxxxxxxx.xxx" Web
site or any of its ancillary rights.
7) This Agreement may not be assigned without the written permission
of the other parties.
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8) This Agreement may be amended in writing only and shall be binding
upon and inure to the benefit of the heirs, successors and assigns of the
parties.
NEW SKY COMMUNICATIONS, INC.
SEAL
By: /S/ E. XXXXXXX XXXXXX
----------------------
President
/S/ XXXXXXX XXXXX
----------------------
Xxxxxxx Xxxxx
/S/ XXXXXXX XXXXXX
----------------------
Xxxxxxx Xxxxxx
/S/ XXXXXX XXXXXXX
----------------------
Xxxxxx Xxxxxxx
/S/ XXXXXXX X. XXXXXXXX
------------------------
Xxxxxxx X. XxXxxxxx
/S/ XXXX X. XXXXXXXX
------------------------
Xxxx X. Xxxxxxxx
/S/ XXXX XXXXXX
------------------------
Xxxx Xxxxxx
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SCHEDULE A
DEBTS ASSUMED
CREDITOR AMOUNT
-------- ------
Xxxxxxx X. XxXxxxxx $ 80,750.00
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Xxxx X. Xxxxxxxx $ 83,000.00
731 Powers Building
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Xxxx Xxxxxx $ 25,000.00
