LETTER OF AGREEMENT
THIS LETTER OF AGREEMENT ("Agreement") is dated as of this 13th day of
July 2001, between Xxxx & Associates, Inc.(dba) XxxXxxx.Xxx, Inc. of Saint
Xxxxxx Island, Georgia (herinafter "Seller") and Xxxxxx Xxxxxxxx (hereinafter,
"Buyer") of Fernandina Beach, Florida.
WHEREAS, Seller is the operator of the internet service provider known as
XxxXxxx.Xxx and as such provides internet services to between approximately
1,500 and 2,672 clients (hereinafter "clients"), and
WHEREAS, Buyer is also an owner operator of an Internet service provider
and desires to acquire the above referenced clients from Seller, and
WHEREAS, Seller desires to sell the clients to Buyer based upon, but not
limited too, the points set forth hereinbelow, the exact terms of which are
to be defined at a later date and included in the Acquisition Agreement.
NOW THEREFORE, the parties agree as follows:
1. Seller Agrees to:
A. Sell all of its clients to Buyer at a price of $133.33 per client.
Total sales price will be determined by multiplying the number of clients
delivered by $133.33 (as in paragraphs 2A. and 2Aa. Below).
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B. Upon closing and execution of a final Acquisition Agreement, deliver
to buyer a complete verifiable list of all clients, including all necessary
information needed by Buyer to add the clients to his customer list and
provide them with internet services at the same level as was provided to
clients by Seller.
C. Provide guidance and assistance to Buyer on an as needed and as
available basis in order to effect a rapid and smooth transition of clients
from Seller's to Buyer's Internet service operation.
2. Buyer Agrees to:
A. Upon execution of this Agreement, deposit with Seller a "down payment"
in the amount of $150,000, representing $133.33 per client based upon
delivery of 1,500 clients to Buyer.
a. Buyer will then have 45 days from that date to verify the exact number
of clients delivered by Seller and on that date there will be a "true up" of
the number of clients acquired by Buyer in this transaction and Buyer will
deliver to Seller $133.00 for each client received Buyer in excess of 1,500.
3. Covenants and Agreements
A. Xxxxxx Xxxxxxxx represents that he has the authority to execute this
Letter of Intent on behalf of Buyer.
B. Xxxxxx Xxxxxxx represents that he has the authority to execute this
Agreement on behalf of the Seller.
C. Both parties agree to the final execution of an Acquisition Agreement
within one week of the date of this agreement.
D. In connection with any controversy or claim arising out of or
relating to this Agreement, the parties hereto agree that such controversy
shall be submitted to arbitration, in conformity with the Federal Arbitration
Act (Section 9 U.S. Code Section 901 et seq.), and shall be conducted in
accordance with the Rules of the American Arbitration Association. Any
judgment rendered as a result of the arbitration of any dispute herein, shall
upon being rendered by the arbitrators be submitted to a Court of
competent jurisdiction within the State of Florida or in any state where a
party to this action maintains its principal business or is a Corporation
incorporated in said state.
E. This Agreement shall be construed under and in accordance with the
laws of the State of Florida, and all obligations of the parties created under
it are performed in Palm County, Florida. Further, in any controversy
arising out of this Agreement, wherein arbitration is elected, the venue for
said arbitration shall be in Palm Beach County, Florida, and all parties
hereby consent to that venue as the proper jurisdiction for said proceedings
provided herein.
F. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrations,
legal representatives, successors, and assigns when permitted by this
Agreement.
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G. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, the invalidity, illegality, or unenforceability shall not affect any
other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been contained in it.
H. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or written or oral
agreements between the respective parties.
IN WITNESS WHEREOF, the parties hereto have agreed and executed this Agreement
the 13th day of July 2001.
FOR SELLER: FOR BUYER
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx
President
Phoenix International Industries, Inc.
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