EXHIBIT 10.2
November 24, 1998
Alexander, Wescott Co., Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: AGENCY AGREEMENT
Gentlemen:
WorldWide Web NetworX Corp. ("WWWX"), formed under the laws of
the State of Delaware (the "Company"), desires to offer and sell in an offering
(the "Offering") to be made through Xxxxxxxxx Xxxxxxx & Co., Inc. "(AWC"), and
pursuant to exemptions from the registration provisions of the Securities Act of
1933, as amended (the "Securities Act"), as set forth below, shares (the
"Shares") of the Company's Convertible 6% Preferred A Stock, (the "Preferred
Stock").
The Shares are to be sold at the prices and in the amounts set
forth in Section 2 below. The Offering will be limited to maximum gross proceeds
of $2,500,000.00 with a minimum of $1,000,000 to be sold by March 15, 1999. It
is understood that the Offering will be conducted on a "best efforts" basis with
AWC acting as exclusive agent for the Company, and which offering shall be
conducted under the following terms and conditions:
SECTION 1. TYPE OF OFFERING: EXEMPTIONS.
The Offering will be conducted as a private placement offering
exempt from the registration requirements of the Securities Act, pursuant to the
provisions of Regulation D, of the Securities and Exchange Commission ("SEC").
The Shares will be offered and sold only to those persons or entities who
qualify as an accredited investor ("Accredited Investor") as such term is
defined in Rule 501 of Regulation D. Investors will be required to subscribe for
the Shares by executing the appropriate subscription agreement (the
"Subscription Agreement") in the forms set forth as an exhibit hereto, as the
same may be supplemented or amended from time to time by agreement between the
parties.
SECTION 2. APPOINTMENT: BASIC TERMS.
On the basis of the representations, warranties and covenants
herein contained, but subject to the terms and conditions herein set forth:
(a) AWC is hereby appointed as the exclusive placement agent for the
Company during the period herein specified for the purpose of finding
subscribers for the Shares.
(b) The Offering shall commence on the date hereof, and shall continue
until March 15, 1999 (the "Offering Period").
(c) Subject to the performance by the Company of all of its obligations to
be performed hereunder and to the completeness and accuracy of all
material representations and warranties of the Company, AWC agrees, on
the terms and conditions herein set forth, to use its best efforts
during the Offering Period to find subscribers for the Shares. AWCs
agency hereunder is coupled with an interest, is not terminable by the
Company prior to March 15, 1999 without AWC's consent, and shall
continue until the termination of the Offering Period, except as may be
otherwise provided herein. AWC shall have the right to appoint one or
more additional agents and/or selected dealers (who shall be members of
the National Association of Securities Dealers, Inc.) to assist in
finding subscribers for the Shares, and any such additional agents or
selected dealers may rely upon the representations and warranties and
covenants of the Company set forth in this Agreement.
(d) The price of the Shares to be sold to each Purchaser (as hereinafter
defined) in the Offering shall be $1,000.00 per share.
(e) Funds received from subscribers in the Offering shall be deposited in
an account to be entitled Chase Manhattan Bank New York a/c
#000-0-000000, Escrow Incoming Wire Account Further Credit: WorldWide
Web NetworX Corp.; Attn: Xxxxx Xxxxxx.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to AWC, for AWC's benefit
and for the benefit of purchasers of the Shares (the "Purchasers") that, except
as otherwise set forth in the offering materials (copies of which shall be
provided to each Purchaser):
(a) The Shares to be sold in the Offering will be, when
issued, delivered and paid for in accordance with the
terms of the Offering, duly and validly issued, fully
paid and non-
assessable; all presently outstanding shares of
Common Stock of the Company have been duly
authorized, validly issued and are fully paid and
non-assessable; the holders of the shares of
Preferred Stock offered herein are not and will not
be subject to personal liability by reason of being
such holders; the shares of Preferred Stock being
sold in the Offering are not being issued in
violation of the preemptive rights of any of the
Company's security holders, and there are no
outstanding options, warrants or rights or other
agreements outstanding or in existence entitling any
person to purchase or otherwise acquire, or any
outstanding securities convertible or exchangeable
into, any capital stock or other securities of the
Company; all action required to be taken by the
Company to authorize the issuance and sale of the 6%
Convertible Preferred A Shares to qualified
subscribers has been or, prior to the sale thereof,
will have been taken.
(b) The capitalization of the Company, including the
outstanding shares of the Company's capital stock and
any warrants, options or other rights to subscribe to
or purchase shares of capital stock is as represented
to purchasers of the Shares.
(c) The Company is duly incorporated, validly existing
and in good standing as a corporation under the laws
of its jurisdiction of incorporation.
(d) The Company is duly qualified to do business as a
foreign corporation and is in good standing in each
jurisdiction in which its activities or its ownership
or leasing of property requires such qualification.
(e) This Agreement has been duly and validly authorized
and executed and delivered by and on behalf of the
Company and constitutes a valid and binding agreement
of the Company enforceable against the Company in
accordance with its terms, subject to any applicable
bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors' rights
generally and the enforceability of the indemnity
provisions contained in Section 10 or the
contribution provisions contained in Section 11 of
this Agreement.
(f) The Company is not in violation of (i) any term or
provision of its charter or by-laws or (ii) any
material term or provision of any indenture,
mortgage, deed of trust, note, agreement, or other
material agreement or instrument to which the Company
is a party or by which it is or may be bound or to
which any of its material assets, property or
business is or may be subject, or (iii) any material
term of any significant indebtedness, or (iv) of any
statute or (v) any material judgment, decree, order,
rule or regulation applicable to the Company of any
court, regulatory body or administrative agency or
other federal, state or other governmental body,
domestic or foreign, having jurisdiction over it or
its material assets, property or business, which
violation or violations, either in any case or in the
aggregate, might result in any material adverse
change, financial or otherwise, in the assets,
properties, condition, business, earnings or
prospects of the Company; and the execution and
delivery by the Company of this Agreement, the
consummation by the Company of the transactions
herein contemplated, and the compliance by the
Company with the term of this Agreement will not
result in any such violation or violations. All
material licenses, approvals or permits from the
federal or any state, local or foreign government or
agency thereof having jurisdiction over the Company
reasonably required for the conduct of the business
or operations of the Company have been obtained and
are outstanding; and there are no proceedings pending
or to the Company's knowledge threatened, seeking to
cancel, terminate or limit such licenses, approvals
or permits.
(g) There are no actions, investigations, statutes, rules
or regulations or other proceedings of any nature in
effect or pending or to the Company's knowledge
threatened, as the case may be, which, either in any
case or in the aggregate, if decided adversely, might
result in any material adverse change, financial or
otherwise, in the assets, properties, condition,
business, earnings or prospects of the Company or
which question the validity of the capital stock of
the Company, this Agreement or any action taken or to
be taken by the Company pursuant to or in connection
with this Agreement.
(h) The Company has not incurred any liability for any
finder's fees or similar payments in connection with
the transactions
herein contemplated.
(i) The unaudited financial statements provided to AWC
present fairly the financial position of the Company
as of the respective dates thereof and the results of
operations and cash flows for the respective periods
covered thereby and are all, except for the lack of
footnotes in the unaudited financial statements, in
conformity with generally accepted accounting
principles applied on a consistent basis throughout
the entire period involved. Since the dates of the
unaudited financial statements, there has been no
material adverse change, financial or otherwise, in
the assets, properties, condition, business, earnings
or prospects of the Company.
(j) The Company has filed each federal, state, local and
foreign tax return which is required to be filed, or
has requested an extension therefor and has paid or
otherwise provided for all taxes shown on such return
and all related assessments to the extent that the
same have become due.
(k) All information contained in the written material
concerning the Company which has been or is being
provided by the Company to AWC or to subscribers to
the Offering and all information from the Company
which is included in the Subscription Agreement
(collectively, the "Offering Materials") is accurate
and complete and does not contain any untrue
statement of a material fact or omit to state a
material fact necessary in order to make the
statements therein, in light of the circumstances
under which they were made, not misleading.
(l) The Company has not made and will not make, any
offers or sales of the Company's capital stock or any
warrants, options or other rights to subscribe to or
purchase shares of the Company's common stock in
contravention of the requirements for this Offering
to qualify for an exemption from the registration
requirements of the Securities Act, pursuant to the
provisions of Regulation D, of the SEC.
(m) The representations and warranties made in this
Agreement shall be deemed repeated, and shall be
true, at the time of any closing provided for in this
Agreement.
SECTION 4. CLOSING.
A minimum of $1,000,000 of Shares is required to be sold under
this Agreement by March 15, 1999. A closing ("Closing") for the sale of Shares
subscribed for in the Offering may be held on one or more occasions prior to the
end of the Offering Period, provided the minimum in gross proceeds is reached.
At each such Closing, payment of the proceeds of the Offering shall be made by
certified or bank check(s) or by wire transfer to the order of the Company,
against delivery of certificates for shares of Preferred Stock constituting the
Shares sold, for transmittal to the purchasers of the Shares. AWC may deduct
AWC's commissions, expense allowance and any other amounts payable to AWC by the
Company from the net proceeds deliverable to the Company.
SECTION 5. COVENANTS OF THE COMPANY.
The Company covenants with AWC that:
(a) From the commencement of the Offering Period through
any Closing pursuant to Section 4 hereof, any
Offering Materials will not contain any untrue
statement of a material fact or omit to state a
material fact necessary in order to make the
statements therein in light of the circumstances
under which they were made, not misleading.
(b) Either directly or through AWC, the Company shall
offer to each subscriber, at a reasonable time prior
to his purchase of Shares, the opportunity to ask
questions and receive answers concerning the terms
and conditions of the Offering and to obtain any
additional information, which the Company possesses
or can acquire without unreasonable effort or
expense.
(c) During the Offering Period, the parties hereto will
keep each other generally informed of offers for sale
and solicitations of offers to buy Shares being made.
(d) The Company shall use its best efforts, through
counsel performing services on behalf of the Company
in connection with the Offering, to qualify and
register, or perfect the - exemption of the Shares
for offer and sale under the state or foreign
securities laws of the jurisdictions in which offers
and
sales are proposed to be made, and shall assist AWC
and such counsel in connection with the foregoing.
(e) The Company shall, in a timely manner and as
required, prepare and file a Form D and any required
amendments thereto with the SEC pursuant to
Regulation D. The Company will take all steps
necessary to ensure that any and all reports which
may be required to be filed with the SEC under
federal securities laws are timely filed by the
Company.
(f) For the period of time that Placement Agent's clients
are holders of stock of the Company and not to exceed
two (2) years, the Company will provide AWC with
copies of any stock reports of the Company's stock
transfer agent if so requested, but only while AWC's
customers continue to hold stock in the Company.
(g) The Company understands that its accounting firm is
acceptable to AWC.
(h) For the period of time that Placement Agent's clients
are holders of stock of the Company and not to exceed
two (2) years, for a period of two (2) years after
the Closing, the Company will furnish AWC with
copies of its annual and quarterly financial
statement and reports to shareholders. In
addition, during the Offering and for a period of
two (2) years after the Closing, the Company will
provide AWC with all information and documentation
with respect to the Company's business and
financial condition, as reasonably requested by
AWC, and will provide to AWC during the Offering
regular access to the Company's officers,
directors, auditors and counsel to discuss any
aspect of the Company's business. This paragraph
shall cease to be operative if, at any time, AWC
ceases to have customers who hold shares in the
Company.
(i) Unless AWC shall otherwise agree in writing, the
Company will not issue any securities during the
period from the date of this Agreement until the
expiration of the Offering Period, except for
securities issued pursuant to this Agreement.
(j) The Company will reserve and set side, out of its
authorized capital stock, the number of shares of
Warrant Shares (as
hereinafter described) issuable upon exercise of the
warrants issuable to AWC under this Agreement, if
any. Such shares, when issued, paid for and delivered
upon exercise of such warrants, will be duly and
validly issued, fully paid and non-assessable, and
will not violate any preemptive rights of Company
shareholders.
(k) The Company will keep confidential the identity of
AWC's clients and customers, except as may be
otherwise required by law. The Company will not
solicit such persons directly for the sale of
securities or for other financing proposals without
the express written consent of AWC, which consent may
be given on the condition that the Company agrees to
compensate AWC on terms comparable to those set forth
in this Agreement for any sales made to such persons.
SECTION 6. AWC'S COVENANTS.
AWC covenants with the Company that:
(a) In offering the Shares, AWC will deliver to each
potential subscriber contacted by it, prior to
accepting any subscription from such subscriber, the
appropriate form of Subscription Agreement together
with a subscriber questionnaire (included in the
Offering Materials).
(b) AWC will make offers to sell Shares to, or solicit
offers to subscribe for any Shares from, persons in
only those jurisdictions where the Offering and the
Shares have been qualified or where it has been
determined that an exemption from such qualification
is, or may reasonably be anticipated to be available,
under applicable securities statutes. AWC will accept
subscriptions only from persons whom AWC reasonably
believes to be Accredited Investors.
(c) AWC shall maintain a record of all information
obtained by AWC indicating that subscribers for
Shares sold through AWC meet the criteria referred to
in subsection (b) above. At the Closing, AWC shall
have no reason to believe that the information with
respect to, and the representations of, each
purchaser of Shares set forth in the appropriate
Subscription Agreement are not accurate.
SECTION 7. COMPENSATION.
It is the Placement Agent's intent, immediately prior to the
commencement of the Proposed Offering, to enter into a Placement Agreement (the
"Placement Agreement") with the Company, which shall contain such terms and
conditions as are customarily contained in agreements of such character and,
among other things, provide for the following:
(a) The Company shall pay to the Placement Agent a commission
of ten percent (10%) of the gross proceeds of the Proposed offering, which shall
be payable to the Placement Agent at the initial Closing and each subsequent
closing with respect to the amounts raised as of such closing date;
(b) In order to reimburse the Placement Agent for those costs,
fees and expenses customarily incurred by a placement agent in connection with
the offering process, the Company will pay to the Placement Agent a three
percent (3%) of the gross proceeds of the amounts raised, non-accountable
expense allowance at closing and each subsequent closing with respect to the
amounts raised as of such closing dates.
(c) In addition to the foregoing, the Company shall bear all
fees, disbursements and expenses in connection with the Proposed Offering,
including, without limitation, the Company's legal and accounting fees and
disbursements;
(d) The Placement Agent shall require the Company and
Subscriber and its principal officers and its directors to provide certain
warranties and representations against shorting or hedging of the Company's
stock satisfactory to the Placement Agent.
(e) In addition to the compensation set forth herein, the
Company shall issue to Placement Agent 100,000 shares of Common Stock with
restrictive legend on a pro rata basis for every $1,000,000 in gross proceeds
raised by the Placement Agent.
SECTION 8. CONDITIONS OF AWC'S OBLIGATIONS..
AWC's obligation to offer and sell the Shares is subject to
the accuracy of and compliance with the representations and warranties of the
Company made in Section 3 hereof, to the performance by the Company of its
obligations under this Agreement and to the following further conditions:
(a) At the Closing AWC shall receive a certificate signed
by the Chief Executive Officer and Chief Financial
Officer of the Company to the effect that each has
examined this Agreement and that, at all times from
the commencement of the Offering to any Closing, the
Company's representations set forth in this Agreement
and in the Offering Materials did not contain an
untrue statement of a material fact or omit to state
a material fact necessary in order to make the
statements therein, in light of the circumstances
under which they were made, not misleading with the
same effect as though expressly made at such Closing,
and that the Company has complied in all respects
with its covenants set forth in Section 5 above.
(b) At such Closing, AWCs counsel shall have been
furnished with such documents as AWC or they may
reasonably require in order to evidence the accuracy
or completeness of each of the representations or
warranties and the compliance with each of the
covenants or satisfaction of any of the conditions
herein contained; and all actions taken by the
Company in connection with the sale of the Shares as
herein contemplated shall be satisfactory in form and
substance to AWC and AWCs counsel.
(c) At such Closing, AWC shall receive an opinion from
counsel to the Company, in form and substance
satisfactory to AWC's counsel, with respect to the
matters set forth in Section 3 and 5 above.
(d) As soon as practicable after the date hereof and
immediately prior to such Closing and with respect to
any sale of Shares pursuant to a private placement
under Regulation D, AWC shall receive a blue sky
survey or memorandum and a supplement thereto
addressed to AWC and the Company as prepared by
counsel satisfactory to AWC and relating to the
securities laws of certain jurisdictions designated
by the Company and AWC, indicating the conditions
under which offers and sale of the Shares may be made
in the Offering in compliance with such securities
laws and advising that the appropriate action, if
any, was taken in each such jurisdiction.
(e) The representations and warranties of the Company set
forth in Section 3 hereof shall be true and correct
as of the Closing, and the Company shall have
complied with all applicable terms and conditions of
this Agreement.
(f) The Company will, prior to the completion of the
initial closing of the Offering, cause each officer,
director and/or stockholder of the Company who holds
200,000 or more shares of Common Stock (either
individually or together with members of his or
family or together with any affiliate) to enter into
a "lock-up" agreement under which each such person
agrees not to sell, assign or transfer any shares of
Common Stock for a minimum period of six (6) months
from the final closing of the Offering, without the
prior written consent of AWC.
(g) If any of the conditions specified in this Section 8
shall not have been fulfilled when and as required by
this Agreement, then this Agreement and all of AWC's
obligations hereunder may be canceled by AWC by
notifying the Company of such cancellation in writing
at any time at or prior to the subject Closing, and
any such cancellation shall be without liability of
any party to any other party except as may otherwise
be provided in this Agreement.
SECTION 9. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.
The obligations of the Company hereunder are subject to the
accuracy of and compliance with AWC's representations and warranties and any
other firm that participates in the Offering, to the performance by AWC of AWCs
obligations hereunder, and to the following further conditions:
(a) At the Closing, the Company shall receive a
certificate from AWC as to the number and identity of
persons from whom subscriptions for Shares shall have
been received and accepted, which certificate shall
further be to the effect that:
(i) Executed Subscription Agreements
have been received and accepted
only from persons who, to the best
of AWC's knowledge and belief meet
the requirements for subscribers
referred to in Section 6(b) hereof
and are acting for themselves and
not on behalf of any other person;
and
(ii) AWC has complied with all
applicable broker-dealer
registration requirements with
respect to the Offering (but no
reference need be made as to other
agents or dealers involved in the
Offering).
(b) If any of the conditions specified in this Section 9
shall not have been fulfilled when and as required by
this Agreement, then this Agreement may be canceled
by the Company by notifying AWC of such cancellation
in writing at any time at or prior to the subject
Closing.
SECTION 10. INDEMNIFICATION,
(a) The Company agrees to indemnify and hold harmless AWC, each of
AWC's officers, directors, representatives, employees and each person, if any,
who controls AWC, against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all expenses whatsoever,
including attorney fees, reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever) arising out of (i) any untrue or alleged untrue statement of a
material fact contained in the Offering Materials or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, unless such untrue statement or information was made in reliance
upon and in conformity with information furnished to the Company by AWC in
writing expressly for use in the Offering Materials and (ii) any
misrepresentation with respect to, or any violation of, the representations and
warranties of the Company set forth in this Agreement, whether arising, in any
instance, under the Securities Act or otherwise. In no case shall the Company be
liable under this indemnity agreement with respect to any claim made against AWC
or any persons named above unless the Company shall be notified in writing of
the nature of the claim within thirty (30) days after AWC's receipt of written
notice thereof, but failure to so notify the Company shall not relieve it from
any liability which it may have otherwise than on account of this indemnity
agreement. The Company shall be entitled to participate in the defense of such
action at its own expense upon receipt of such notice, and to assume the
defense, which defense shall be conducted by counsel chosen by it and reasonably
satisfactory to AWC or the person or persons, defendant or defendants named in
the action; AWC or such persons or defendants shall bear the fees and expenses
of any additional counsel thereafter retained by AWC or them, respectively. The
Company agrees to notify AWC within twenty (20) days of the receipt of written
notice of the assertion of any claim against it in connection with the sale of
the Shares.
b) AWC agrees to indemnify and hold harmless the Company, each of its
officers, directors and employees and each person, if any, who controls the
Company, to the same extent as provided in subsection (a) of the foregoing
indemnity to AWC from the Company, but only with respect to statements in or
omissions from the Offering Materials made in reliance upon and in conformity
with written information furnished to the Company by AWC expressly for use in
the Offering Materials. In no event shall the assistance in the drafting of all
or any portion of the Offering Materials and any exhibits thereto by AWC's
counsel constitute the furnishing of such information. In case any action shall
be brought against the Company or any person so indemnified, based upon the
Offering Materials and in respect of which indemnity may be sought against AWC,
AWC shall have the rights and duties given to the Company, and the Company and
each person so indemnified shall have the rights and duties given to AWC, by the
provisions of subsection (a) of this Section 10.
SECTION 11. CONTRIBUTION.
In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 10 hereof
is for any reason held to be unavailable to AWC, the Company and AWC, at AWC's
election, shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by said indemnity agreement incurred by
the Company or AWC, or both, in such proportions that AWC shall be responsible
for that portion represented by the percentage that the selling commissions paid
to AWC bear to the gross offering price of the total Shares sold and the Company
shall be responsible for the balance; provided, however, that no person guilty
of fraudulent misrepresentation (within the meaning of "Section 11(f) of the
Securities Act) or negligent or wilful failure to perform its obligations under
the Act or under this Agreement shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation or negligent or
wilful failure. For purposes of this Section 11, each person, if any, who
controls AWC within the meaning of Section 15 of the Securities Act shall have
the same rights to contribution as AWC, and the Company and each officer of the
Company and each person, if any, who controls the Company shall have the same
rights to contribution as the Company.
SECTION 12. REGISTRATION RIGHTS FOR AGENT'S RESTRICTED STOCK.
The Company shall include in any registration, at its own expense, all
of the restricted Common Stock paid AWC as compensation as set forth herein in
Section 7(e).
SECTION 13. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY.
All representations, warranties and agreements contained in this
Agreement or contained in certificates submitted pursuant hereto shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of AWC or by or on behalf of the Company, and shall survive any
Closing.
SECTION 14. NOTICES.
All notices required or permitted under this Agreement shall be in
writing and shall be sent by certified or registered first class mail, return
receipt requested, or shall be personally delivered, or sent by an overnight
delivery service such as Federal Express, or shall be transmitted by telefax
(provided such telefax message is confirmed by telephone acknowledgment of
receipt or by sending via other authorized means a confirmation copy of such
notice) addressed to the parties as follows, or at such other address as a party
shall specify in compliance with this Section 14:
To the Company: WorldWide Web NetworX Corp.
00 Xxxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
To AWC: Alexander, Wescott & Co., Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: President
SECTION 15. PARTIES.
This Agreement shall inure to the benefit of and be binding upon AWC
and the Company and on the Company's and AWC's successors, this Agreement and
the conditions and provisions hereof being intended to be and being for the sole
and exclusive benefit of the parties hereto and their respective successors and
assigns and for the benefit of no other person. This Agreement may not be
assigned without the written consent of both parties.
SECTION 16. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of New York,
without regard to choice of law provisions, except with respect to any matter
governed by applicable federal securities laws. The parties agree that any
dispute under this Agreement will be resolved in a federal or state court
located in the County, City and State of New York, and will submit to the
jurisdiction of such court for such purpose.
SECTION 17. MERGER.
This Agreement shall include and merge all of the terms and conditions
set forth in that one certain letter of intent dated November 19, 1998 and to
the extent a conflict between the two documents exists, the Agency Agreement
shall control.
SECTION 18. WAIVER.
Any party hereto may waive compliance by the other with any of the
terms, provisions and conditions set forth herein; provided, however, that any
such waiver shall be in writing specifically setting forth those provisions
waived thereby. No such waiver shall be deemed to constitute or imply waiver of
any other term, provision or condition of this agreement.
SECTION 19. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the parties
hereto and is intended to supersede any and all prior agreements between the
parties hereto relating to the same subject matter. This Agreement may be
executed in multiple counterparts which shall be deemed one instrument.
If the foregoing is in accordance with AWC's understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument, together with all counterparts, will become a binding agreement in
accordance with its terms.
Sincerely,
WorldWide Web NetworX Corp.
By: //s// XXXXXX X. XXXX
------------------------
President
Confirmed, accepted and agreed to as
of the date first above written:
XXXXXXXXX XXXXXXX & CO., INC.
By: //s// XXXX XXXXXXX
------------------------
President
