Memorandum of Agreement
Sept 18, 2002
This will confirm the terms upon which Worldbid Corporation ("Worldbid") has
agreed to acquire and the City of London Group PLC ("CLG") has agreed to sell
certain of the ECeurope assets.
AGREEMENT
Worldbid will acquire the following assets:
1. The domain Name "XXxxxxxx.xxx", and all rights and trademarks associated
with this domain name. Successful transfer of the ownership of the domain
name to Worldbid will take place within 15 days. The domain name will be
forwarded to Worldbid's servers BEFORE the XXxxxxxx.xxx web site becomes
inoperational, and will remain in effect until domain name is transferred;
2. The XXxxxxxx.xxx customer list of 130,000 registered users (of which 20,000
are currently 'active'), including all associated user data collected by
XXxxxxxx.xxx;
3. The XXxxxxxx.xxx database of over 3 Million SME's. This data may be
provided on DAT tape, or made available for download;
4. The XXxxxxxx.xxx database of trade leads.
CLG agrees to:
Maintain the XXxxxxxx.xxx web site functionality until such time as all
transfers of data are completed, and domain forwarding is functioning.
The following assets are NOT included in the purchase and sale, and will remain
the property of CLG:
1. The servers upon which the XXxxxxxx.xxx web site is located;
2. The actual ECeurope web site - ie the programming, code, HTML and other
technology which operates the ECeurope web site;
3. Fixed assets such as office equipment, computer systems and furniture.
CLG will complete the following steps before the XXxxxxxx.xxx web site becomes
inoperational. Worldbid will use best efforts to assist CLG in achieving these
steps.
a) Change the records in ECeurope's Name Server to forward the XXxxxxxx.xxx
domain name to Worldbid's servers (CLG would likely need the cooperation of
their ISP for this task), or a change to the domain record (at Verisign) to
point the xxxxxxx.xxx domain to Worldbid's servers;
b) Make databases available for download by Worldbid in a standard database
format (MS SQL), including registered users database, list of 3 Million
SME's (unless supplied on DAT), trade lead database, and ECeurope graphics
and logos;
When these steps are successfully completed, and Worldbid successfully receives
all data made available for download, the XXxxxxxx.xxx web site may be taken
down.
CLG represents and acknowledges that is has completed its own due diligence with
respect to Worldbid and has not relied on any representation of any person with
respect to business, property or business prospects of Worldbid except as
described in the annual and quarterly filings of Worldbid under the United
States Securities Exchange Act of 1934.
CLG represents that it is not a US Person as defined in Regulation S promulgated
under the United States Securities Act of 1933 (Regulation S)
CLG represents that it owns the assets being purchased and sold pursuant to this
Agreement as the legal and beneficial owner thereof free and clear of any liens,
charges or encumbrances and has the right to deal with the assets in the manner
contemplated by this Agreement.
The consideration for the transfer of the assets described will be the issuance
by Worldbid to CLG of the following securities of Worldbid:
1 2,500,000 common shares of Worldbid (with a current approximate market
price of $0.01usd);
2 2,500,000 share purchase warrants, each of which will entitle the holder to
purchase one common share of Worldbid's common stock at any time prior to
September 12, 2005 on the following basis:
a) $0.01 USD per share if exercised prior to September 12, 2003;
b) $0.02 USD per share if exercised after September 12, 2003 and prior to
September 12, 2004; and
c) $0.03 USD per share if exercised after September 12, 2004 and prior to
September 12, 2005.
3 A non-exclusive, non-transferable, non-sub-licensable, royalty-free,
non-expiring, worldwide personal license beginning on Dec 31,2002 to use
the database of 3 million SME's only for advertising or promoting CLG's own
products. CLG will not market to any individual on this list more than 2
times in any calendar year. CLG will not market to this list on behalf of
any other company or organization. CLG will give notice to Worldbid of its
intent to market to the database before doing so.
The securities to be issued by Worldbid will be issued in reliance of Regulation
S and will be restricted securities.
The consideration for the purchase and sale will be subject to the adjustments
as follows:
1. In the event that the database of 3 million SME's is not provided to
Worldbid within 30 days, the amount of shares and warrants issued will be
reduced by a total of 500,000 each;
2. In the event that the Name Server record change (ie forwarding of the
xxxxxxxx.xxx domain by the ISP) is not successful and/or the transfer of
the domain name is not completed before the xxxxxxxx.xxx web site is
inoperational, or there is a period of 'outage' before the xxxxxxxx.xxx
domain name successfully points to Worldbid's servers, the amount of shares
and warrants issued will be reduced by:
a) 500,000 shares and warrants if the xxxxxxxx.xxx website is
inoperational for a period of more than 5 days;
b) 1,000,000 shares and warrants if the xxxxxxxx.xxx website is
inoperational for a period of more than 14 days;
c) 1,500,000 shares and warrants if the xxxxxxxx.xxx website is
inoperational for a period of more than 31 days;
d) 2,000,000 shares and warrants if the xxxxxxxx.xxx is not transferred
successfully, or the eceurope website is inoperational for a period of
more than 60 days.
Time will be the essence of this Agreement.
This Agreement shall operate as an interim agreement to govern the relationship
between the parties pending completion of a more formal Agreement if required
satisfactory to their respective legal counsel.
In witness whereof the parties have executed this agreement below.
City of London Group PLC Worldbid Corporation
/s/ Xxxxx X. Xxxx /s/ Xxxx Xxxxxx
--------------------------- ---------------------
By Xxxxx X. Xxxx By Xxxx Xxxxxx
--------------------------- ---------------------
Name (Print) Name (Print)
Executive Deputy Chairman COO & Director
--------------------------- ---------------------
Title Title
Sept. 19th 2002 Sep 18/02.
--------------------------- ---------------------
Date Date
