Exhibit 10.37
AGREEMENT
This Agreement, dated as of December 22, 1999 by and between WorldWide
Web NetworX Corporation ("WWWX"), Xxxxxx Xxxxxxxxx ("Xxxxxxxxx"), International
Commerce Exchange Systems, Inc. ("ICES"), Xxxxx Xxxxxxxxx ("Xxxxxxxxx"), Jencom
Digital Technologies, LLC ("Jencom") and InterCommerce China, LLC ("ICC").
WITNESSETH:
WHEREAS, ICES has a substantial direct or indirect equity interest in JDT and
ICC;
WHEREAS, WWWX, ICC, Jencom and JDT have negotiated and/or consummated various
proposed agreements and actual agreements,; and
WHEREAS, ICES and WWWX desire to modify all of their previous agreements, oral
or written, as specifically provided herein.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereby agree as follows:
1. 1. INTERCOMMERCE CHINA, LLC (ICC). ICES and Xxxxxxxxx agree to enter
into a new Operating Agreement relating to ICC. Under the terms of the
new Operating Agreement which shall be substantially similar to the
proposed Amended and Restated Operating Agreement of WWWX-Jencom, LLC,
a copy of which is initialed and attached hereto except that Xxxxx
Xxxxxxxxx shall be sole manager, and (a)WWWX or its designee shall be
issued 33.33% of the equity of ICC on a fully diluted basis, and all
other ICC members shall collectively own 66.67%of the ICC equity, and
(b) Xxxxxxxxx shall (initially) serve, as WWWX's appointee on the
board of directors of ICC (which shall have no more than 3 directors).
Additionally, ATMCenter, an affiliate of WWWX, shall enter into a ten
(10) year exclusive distribution agreement with ICC, pursuant to which
it will distribute all goods available to ICC under any agreements
between ICC and China Product Trade Net Center ("CPTNC") . ICC
acknowledges and agrees that the ATMCenter distribution agreement will
authorize and empower Xxxxxxxxx and/or his designee to be the asset
manager responsible for all decisions relating to product acquisition
and disposition. ATM's e-commerce systems will be utilized as the
exclusive distribution system for all CPTNC transactions, for: (a) a
fee which shall be equal to 50% of distributable profits after
deductions of operating expenses (payroll, travel, product sales, it
being understood that Xxxxx Xx shall be the responsibility of ATM as
an employee only); (b) a transaction fee equal to ten (10%) percent of
gross profits from such transaction. No party hereto will compete with
the business of ICC relating to the CPTNC or its successor. All
parties will work together to develop ICC so that it may successfully
conclude an initial public offering or other acceptable capital
raising as promptly as possible. It is understood that all the parties
hereto may conduct any business of any kind
anywhere in the world, including China, except as expressly limited
hereby to CPTNC.
2. JENCOM DIGITAL TECHNOLOGIES, LLC (JDT). JDT agrees to modify the terms
of the WWWX-Jencom, LLC ("WJC") Operating Agreement to provide that:
(i) Xxxxxxxxx (the Manager of JDT) shall no longer be the sole manager
of WJC, and (ii) that WJC shall be co-managed by Xxxxxxxxx and a WWWX
designee, initially Xxxxxxxxx. JDT agrees to reasonably cooperate with
WWWX in connection with its proposed public registration of WWWX
shares currently held by WWWX shareholders, and provide the documents
set forth on Exhibit A hereto. In consideration for the foregoing,
WWWX shall forthwith register in such Registration Statement (which
will be filed before May 17, 2000) all of the 2,000,000 shares
previously issued to JDT on February 28, 1999, in the names of JDT's
designees, if legally allowable. WWWX will use its reasonable efforts
to have the Registration Statement declared effective as promptly as
practicable thereafter, and will register no other shareholder's
shares prior thereto.
3. SHARE CONSIDERATION. In consideration of the terms set forth in
Paragraphs 1,2 and 4 hereof, and in lieu of the 3 million contingent
shares of WWWX otherwise issuable pursuant to the Acquisition
Agreement dated February 28, 1999 as amended between JDT and WWWX (the
"Acquisition Agreement"), the parties hereby agree as follows: (a)
WWWX shall issue to JDT 1,500,000 unregistered shares of WWWX common
stock upon execution of the Operating Agreement of ICC described in
Paragraph 1 above; and (b) upon ICC's merger or other conversion or
consolidation into a publicly traded entity in a transaction which
involves $5 million invested in ICC or a $50 million ICC valuation
market cap (a "Public Transaction") within a period of four (4) years
commencing from the date hereof, WWWX shall issue to ICES 1.5 million
restricted shares of its common stock simultaneously with consummation
of the Public Transaction.
4. FINAL SETTLEMENT AND RELEASE. All previous agreements are specifically
modified or terminated, as the case may be, in accordance with the
terms set forth herein. This agreement sets forth the full and final
settlement of the parties as to any claims, disputes, rights or causes
of action (collectively "Claims") of any kind or nature whatsoever, in
law or in equity arising out of or in connection with any previous
agreements of the parties, and/or the business, conduct or affairs of
ICC or WJC to the day hereof. This agreement has been duly and validly
authorized by each of the parties hereto, and constitutes the valid
and binding obligation of each such party. Each party will take all
such further action as is necessary to promptly implement its
agreements contained herein, and each party hereby releases and
discharges the other party from any Claims from the beginning of the
world through the date hereof. This Agreement may only be amended in
writing, signed by all affected parties, and may not be amended
orally, or by action or inaction.
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5. SPECIAL COVENANT. JDT and WJC covenant and agree to promptly provide
to WWWX the information set forth on Exhibit A, provided that neither
JDT or WJC shall be required to generate any new documentation not
currently in their possession. On a going forward basis, JDT will
cooperate with WWWX in its new role as joint manager of WJC, and both
parties agree to work towards establishment and implementation of a
WJC business plan.
6. NO WAIVER. Any waiver of any term hereof must be in writing and shall
be specifically limited to the subject matter of the waiver. This
agreement is binding upon, and shall to the benefit of, the parties
hereto and their respective successors.
WORLDWIDE WEB NETWORX
CORPORATION
BY://s// Xxxxxx Xxxxxxxxx
-------------------------------
XXXXXX XXXXXXXXX,
ACTING CEO
//S// Xxxxxx Xxxxxxxxx
----------------------------------
XXXXXX XXXXXXXXX, INDIVIDUALLY
INTERNATIONAL COMMERCE EXCHANGE
SYSTEMS, INC.
BY://s// Xxxxx Xxxxxxxxx
-------------------------------
XXXXX XXXXXXXXX, MANAGER
//s// Xxxxx Xxxxxxxxx
----------------------------------
XXXXX XXXXXXXXX, INDIVIDUALLY
JENCOM DIGITAL TECHNOLOGIES, LLC
BY://s// Xxxxx Xxxxxxxxx
-------------------------------
XXXXX XXXXXXXXX, MANAGER
INTERCOMMERCE CHINA, LLC
BY://s// Xxxxx Kaufheil
-------------------------------
XXXXX XXXXXXXXX, MANAGER
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