EXHIBIT 10.9 AGREEMENT BETWEEN Xxxxxxxx Digicom AND XXXXXX COMMUNICATIONS, INC.
THIS AGREEMENT is made and entered into by and between Xxxxxxxx Digicom, Inc.
(hereinafter "XXXX"), a Nevada Corporation, with it's operation offices at 0000
Xxxxxxxx Xxxxxx, Xxxxx 0-000, Xxxxx Xxxx, Xxxxxxxxxx 00000 and Xxxxxx
Communications, Inc. (hereinafter " MCI"), a Nevada Corporation and Xxxx
Xxxxxx, Xxxxxx Xxxxxxx, and Xxxxxx Xxxxxxx (hereinafter "Partners") with office
at 00000 Xxxxx Xxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, 00000.
WHEREAS, the Parties intent to enter into an agreement and wish to engage in
the business of establishing, marketing, operating a communications company as
outline in the submitted business plan dated 11/19/98 and MCI warrants all
rights, title, technology, software, and/or other requirement to execute such
plan except financial capability, and jointly have agreed to the following.;
and
WHEREAS, the Parties intend that MCI will be acquired by XXXX for the price of
$1,000,000 the value paid in a direct stock swap.
NOWTHEREFORE, in consideration of the mutual promises and covenants exchange
herein and other good valuable consideration the receipt and sufficiency of
which is hereby acknowledged, XXXX and MCI agree as follows:
The entire stock in MCI is to be owned one hundred percent (100%) by XXXX in
exchange for 800,000 shares of common shares of XXXX, the public company. The
agreed price of this acquisition is $1,000,000 in a direct stock swap at a
strike price of $1.25 per share of common class restricted in accordance the
SEC and a par value of .001. Stock shall be issued upon due diligence by both
parties and initial funding.
_Ten percent (10%) of the stock shall be issued upon final consummation of this
agreement.
_The remaining ninety percent (90%) of stock shall be issued and held in Trust/
escrow for a period of not less than one year or until $300,000 monthly gross
revenue is achieved under by MCI as an operating entity of Xxxxxxxx Digicom,
Inc.
_The Board shall retain all voting rights of said stock until release to
Partners of MCI within the guidelines of this agreement.
_Within a two year period from the execution of this agreement 90% of the
remaining stock shall be released if MCI has achieved the minimum gross revenue
of $300,000 or percentage thereof at the end of the escrow period on a pro rata
basis. (Example, MCI monthly revenue is $100,000 than MCI shall receive 33% of
said stock held by XXXX.
Escrow/Trust shares when released shall be issued with the origination date to
match this agreement and shall be free trading upon being release to Mr. Xxxx
Xxxxxx (40%), Xx. Xxxxxx Xxxxxxx (40%) and Xxxxxx Xxxxxxx (20%) or as
designated by each party. Stock shall be issued immediately.
This transaction is intended to be a tax-free exchange.
Mr. Xxxx Xxxxxx shall be required to be retained as the President and Director
of MCI and for a period not less than five years as per shown in Exhibit A.
The Parties shall each make available to each other, and their respective
officers, directors, attorneys, representatives and accountants, such
documents, reports, and other information as may be reasonably requested to
consummate the several transactions contemplated herein. Any information
received by or on behalf of any investigating party shall be deemed
confidential information in accordance with the provision of the following
paragraph.
Each of the Parties hereto shall, and shall cause their respective officers,
directors, attorneys, representatives, employees, shareholders, affiliates and
agents, to keep confidential as proprietary and privileged information, the
negotiations of the Parties respecting the consummation of the transaction
contemplated hereby, and any other item which may be expressly identified or
noticed as confidential. Notwithstanding the confidential information in order
to proceed with the transaction contemplated hereby.
The foregoing Agreement is the entire agreement of the Parties with respect to
the subject matter hereof, superseding any previous oral or written
communications, representations, understandings or agreements, this Agreement
may be modified only by a writing signed by all parties to this agreement.
The Parties represent and warrant that they have the requisite power and
authority to enter into the definitive agreements contemplated by this
Agreement and that engagement of this agreement will not violate any of the
respective Parties' by-laws, articles of incorporation, or the terms of any
contract, indenture or mortgage to which any of the Parties is subject to.
The Parties hereby state that they, having the benefit of legal counsel, fully
understand the terms and conditions of this Agreement.
Should any part, term or provision of this Agreement including termination,
except material breach items be determined by any tribunal, court or arbitrator
to be illegal or invalid, the invalid, the validity of the remaining parts,
terms or provision shall not be affected thereby, and the illegal or invalid
part, term or provision shall be deemed not to be part of this agreement.
The parties agree that the failure of a Party at any time to require
performance of any provision of this Agreement shall not affect, diminish,
obviate or void in any way the Parties' full right or ability to require
performance of the same or any other provision of this Agreement at anytime
thereafter.
The parties agree that this Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one in the same instrument.
Partners / MCI shall hold Xxxxxxxx Digicom, Inc. harmless of any and all
liabilities of MCI that occurred prior to this transaction. Xxxxxxxx shall
hold Partners/MCI harmless of any and all liabilities of MCI that occurred
prior to this transaction.
MCI hereby warrants to Xxxxxxxx Digicom, Inc. that Partners has clear title to
the to 100% of the stock of corporation Xxxxxx Communications and
software/technology as further disclosure in business plan that is hereby
included as part of the agreement as shown in Exhibit B and shall transfer said
stock immediately upon the funding of this agreement.
The Agreement shall be governed by the laws of the State of Nevada and shall
effect as a sealed instrument.
This agreement shall supersede all other agreements, verbal or written by both
parties in all business transactions and relationships prior to the agreement.
WHEREAS, the Parties have read the above agreement and attest that they fully
understood and knowingly accept its provisions in their entirety without
reservation.
/S/XXXX XXXXXX
Xxxx Xxxxxx , President
Xxxxxx Communications, Inc.
/S/XXXXXX XXXXXXX
Xxxxxx Xxxxxxx, Consultant Date
Xxxxxx Communications, Inc.
/S/XXXXXX XXXXXXX
Xxxxxx Xxxxxxx, E.V. President Date
Xxxxxx Communications, Inc.
/S/XXXX X. XXXX
Xxxx X. Xxxx President/CEO Date
Xxxxxxxx Digicom, Inc.
Xxxxxxxxxx X,X
Exhibit A: Shall Include:
Xx. Xxxxxx shall execute a 5 year employment contract. Xx. Xxxxxx shall be
compensated within the Board approved guidelines of XXXX. Shall serve as
President/CEO of MCI at the grade level E13 (Senior Vice President), salary
base of $120,000, 70% bonus and 150,000 stock options at a price of $1.00
released at the rate of 1/5 annually per his employment contract. Xx. Xxxxxx
shall have full P&L responsibility for MCI and sole discretionary power to hire,
promote, remove and terminate all personnel within the
Exhibit B: Shall Include:
Copy of Corporate Charter, articles of incorporation, plus a board resolution
approving this transaction and transfer of stock, plus selection of Board of
Directors. Business plan dated 11/19/98.
