ACQUISITION AGREEMENT
DATED THIS 19TH DAY OF NOVEMBER, 2001 ("EFFECTIVE DATE")
BY AND BETWEEN
XXXXXXX XXXXXXX, XXXX XXXXX AND XXXXX XXXXXX whose principal place of business
is located at 0000 Xxxxx Xxxxx, Xxxxxxxxx. Xxxxxx ("Vendors")
And
CONSOLE MARKETING INC. ("Console") whose principal place of business is
#0000-0000 Xxxxxxx Xxxxxx, Xxxxxxxxx. X0X 0X0
WHEREAS
- Vendors have developed a proprietary software product known as the
'Targetbar Console' ('Console') which enables companies to make their
internet web sites sticky and thereby retain customers by extending
and maintaining a clients connection and frequency to the companies
website, even while the client is involved in other activities.
- Vendors wish to sell their technology to Console which will enable
Console to sell the console software program to third party web
masters, who will have the ability to serve up to end users a
Corporate Identity, Corporate information, stock quotes, search engine
capabilities, news of the day, home page content such as weather,
horoscopes, lotteries etc. and also to incorporate banner advertising.
1 DEFINITIONS
"END USER" means a third party who downloads the Licensed Product from a
sub-licensee ( as branded) for use without modification.
"SOFTWARE" means
(i) the source code for the software product described in Schedule
'A' hereto which Vendors will deliver to Console on closing.
"SUB-LICENSEE" means a web master who acquires a License from Console to
use the Targetbar Console software program for the benefit of their end
users.
2. SALE OF SOFTWARE PROGRAM.
A Subject to all the terms of this Agreement, Vendors hereby sels to
Console the exclusive right, title and interest in and to the
TargetBar Console source code software program (more fully described
in Schedule "A") .
B Vendors warrant that the software will enable Console to
(i) sell sub-licenses to third party web masters to provide their
customers with access to a branded Console.
(ii) reproduce and distribute the Software, in object code executable
form, solely as part of and for use with Console's Software; and
(iii) sublicense to an End User the right to use the Software with and
as part of the Console Product
(iv) Design and produce a branded 'skin' for a sub-licensee
C The source code will be delivered to Console on closing
D The purchase consideration has been agreed between the parties as
follows
i) On closing, Console shall issue and deliver to Vendors 4,300,000
common stock of Console Marketing Inc. which Vendors may allocate
amongst themselves at their discretion
3 OWNERSHIP OF SOFTWARE.
The Software and the intellectual property rights embodied therein are and
shall on closing be owned by Console
4 INDEMNIFICATION. Console shall hold Vendors harmless from liability to any
third parties for any claim resulting from or arises out of the use or
distribution of the software Product
5 FOREIGN LAW REPRESENTATION. As a condition of Console's acquiring the
rights hereunder, Console warrants and agrees that neither this Agreement
(or any term hereof) nor the performance of or exercise of rights under
this Agreement, is restricted by, contrary to, in conflict with,
ineffective under, requires registration or approval or tax withholding
under, or affects under, any law or regulation of any organization,
country, group of countries or political or governmental entity.
6 MISCELLANEOUS
6.1 Vendors acknowledge that Console intends to raise capital thru a
public vehicle to develop a market for the product and has no objection to
Console assigning this agreement to any qualified third party entity who
will assume the obligations of this agreement from Console.
6.2 Console agrees that it is an independent contractor and that this
Agreement and relations between Vendors and Console hereby established do
not constitute a joint venture, agency or contract of employment between
them, or any other similar relationship. Neither party has the right or
authority to assume or create any obligation or responsibility on behalf of
the other.
6.3 Any notice, report, approval or consent required or permitted
hereunder shall be in writing and shall be deemed duly given on the date
when delivered personally or by facsimile with a confirmation by express
courier, or five (5) days after the date of mailing if sent by registered
mail, postage pre-paid, return receipt requested.
6.4 No failure or delay in exercising any right hereunder will operate
as a waiver thereof, nor will any partial exercise of any right or power
hereunder preclude further exercise. Any waivers or amendments shall be
effective only if made in writing.
6.5 If any provision of this Agreement shall be adjudged by any court
of competent jurisdiction to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect and enforceable.
6.6 This Agreement shall be governed by the laws of the United States
or Canada at the option of Vendors . The parties hereby agree that the
United Nations Convention on Contracts for the International Sale of Goods
shall not apply to this Agreement.
6.7 The prevailing party in any action to enforce this Agreement will
be entitled to recover its attorney's fees and costs in connection with
such action.
6.8 This Agreement is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous
written and oral agreements and communications relating to the subject
matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have set
their hands and seals by an officer duly authorized as of the date first
above written.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxx Xxxxxx /s/ Xxxx Xxxxx
------------------------- ----------------------- --------------------------
X. XXXXXXX X. XXXXXX X. XXXXX
/s/ Xxxxxxx Xxxxxxx
--------------------------------
FOR: CONSOLE MARKETING INC.
SCHEDULE 'A'
The program incorporates a Console which is a "thin client" toolbar, message
and personal content delivery mechanism that resides on the windows desktop and
becomes the corporation's connection to their customer. Its purpose on the
desktop is twofold; it provides the user with easy access to common Internet
tasks and as a vehicle for driving dynamic content to the desktop. The Console
can be docked or undocked and minimized to an icon in the window's task tray. It
can be optionally opened on startup.
This downloadable console will be customized in appearance for each new client
with a new 'skin' containing the corporate look and feel of colors, logo and
content relevant to their user group. When branding the interface for a specific
group, Console Marketing Incwill be able to offer the console as a method for
the Corporation to extend their web site and brand presence to the desktop.
The Exchange Console can be tailored with content and items of specific interest
to the user which can be used in the following manner
DESKTOP TASKS
Consolidated search engine
A built-in text pane allows the user to easily perform a web search using some
of the most popular search engines. Incorporate engines Include Lycos, Yahoo,
Go, and xxx.xxx.
EMAIL READER
The user's default e-mail reader can be quickly launched with the click of an
icon.
FAVORITES MENU
The user's Internet favorites can be accessed from an Exchange Console menu.
These links are the same as those found in the browser's favorites menu.
DYNAMIC CONTENT
SCROLLING TICKER
The Exchange Console Incorporates a scrolling ticker that allows news sources to
serve news headlines in real time. Ticker items can be clicked to display a full
article in a browser window. Moving the cursor over the ticker will pause the
scrolling. The ticker can be turned on or off.
BANNER ADS
Banner ads can be easily displayed on the Exchange Console and linked to web
pages. Ads can also be rotated and updated in real time.
COMPATIBILITY
MSIE v4 or greater
