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EXHIBIT 10.46
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, by and between Xxxxxxxxxx.xxx, Inc., a
Florida public corporation ("Hits") and Solvere, Inc., a Delaware
closely held corporation ("Solvere"), is made and effective as of
the 29th day of March, 1999.
NOW THEREFORE, for the mutual promises contained herein, and
other good and valuable consideration, the receipt and
sufficiency of which the parties hereby acknowledge, the parties
agree as follows:
1. At Closing, Hits will acquire all of the right, title and
interest in and to the Internet-related development,
equipment and software now owned, or under development, by
Solvere (the "Internet Division"). This includes but is not
limited to all computer equipment, software and all
internet technology (such as, by way of example and not
limitation, e-commerce, web-based email (IBC) and all other
internet software, programming and applications of
Solvere), all as more fully described in Exhibit A, which
shall be submitted by Solvere, approved by Hits, and
attached hereto and made a part hereof.
2. The purchase price for the Internet Division shall be
$125,000, as follows: $5,000.00 upon receipt of a fully
executed Purchase Agreement, including Exhibit A, with the
balance of $120,000.00 due within fifteen (15) days. In
addition, Hits will deliver to Solvere a certificate for
100,000 shares of restricted common stock of Hits. The
shares will be included in the next stock registration
filed by Hits to free up the shares for trading. However,
Solvere voluntarily agrees not to sell in any one week more
than two percent (2%) of the previous week's total volume
traded. This will be acknowledged and reflected in a lock
up agreement or other arrangement prior to delivery of the
certificates for the shares.
3. Solvere will provide an office at its Irvine, CA facility
to be used by and on behalf of Hits. Hits will pay $4,000
per month to Solvere as a maintenance fee for system
management for both the Irvine, CA and Rancho Cucamonga, CA
offices.
4. Hits will spend an additional $125,000 in future
development costs by Solvere related to the Internet
Division for completion of the: mail center, real-time
quotes, e-mail and shopping cart implementation, on a
project-by-project basis pursuant to budgets prepared by
Solvere and approved by Hits. Solvere will also manage and
perform the integration of the following: banner generator,
info cart, pop-up search, and porn-free net search results.
The time frame for this engagement is to be completed
within nine months or sooner from the date of this
agreement.
5. For future business involving Internet Firewall/Proxy
server, Solvere and Hits shall co-License the SpeedShield
technology. Solvere and Hits shall equally share all
License fees related to SpeedShield licenses sold by
Solvere. Hits agrees to pay 50% of any reasonable marketing
expenses incurred by Solvere in marketing the SpeedShield,
provided such marketing expenses have been previously
submitted by Solvere to Hits for approval. Hits, as a co-
licensor of the SpeedShield technology, shall have the
unrestricted right to use the SpeedShield in any manner it
desires.
6. All Solvere personnel working on any Hits project or
application will sign a confidentiality and non-competition
agreement prepared by Hits. Solvere will take the same
efforts to protect the confidential and/or proprietary
information of Hits as it takes with its own such
information. In addition, for a period of three (3) years
from the date hereof, Hits will be the only Internet client
of Solvere, without the
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prior written approval of Hits (except for the sale by Solvere
of licenses to use the speed shield technology). At the end
of the three (3) year period, each party shall be free to use
the SpeedShield technology in any manner it desires, except
that Solvere will not sell, transfer or license the technology
to any business or entity in competition to Hits.
7. Hits will give Solvere the first opportunity to provide any
software programming or applications. However, Hits may use
other such providers if it believes Solvere cannot provide
the needed services is a timely or qualified manner.
8. The Closing of this Purchase shall be on or before the date
the balance of the $120,000 is due from Hits to Solvere.
9. This Purchase Agreement shall be binding on the heirs,
successors and assigns of the parties. Any unresolved
dispute arising under this Purchase Agreement shall be
submitted to binding arbitration pursuant to the rules of
the American Arbitration Association, or its successors.
Any arbitration award may be entered as a final judgement
in any court of competent jurisdiction. This Purchase
Agreement shall be construed under California law, and any
court proceeding or arbitration matter shall be heard only
in the Rancho Cucamonga, CA area.
IN WITNESS WHEREOF, the parties have executed this Purchase
Agreement effective as of the date first written above.
Xxxxxxxxxx.xxx, Inc. Solvere, Inc.
By: \s\ Xxxxx Xxxxxxxx By: \s\ Xxxxxxxxx Xxxxxx
CEO President and CEO
