PURCHASE & SALE AGREEMENT
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THIS AGREEMENT made as of the Tenth Day of December, 1998
BETWEEN:
XXXXXX XXXXX, an individual
0000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "Seller")
OF THE FIRST PART AND:
TVER ACQUISITION CORP.
(a Delaware corporation)
0000 Xxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "Purchaser")
OF THE SECOND PART
WHEREAS:
1. The Seller is the exclusive owner of a telephone callingcard system. The
telephone callingcard system may have line extensions to include, but not
limited to, other telephone calling programs, advertising and telephone
accessories and promotional products. The Seller intends to apply for a patent
for the telephone callingcard technology. The telephone callingcard technology,
including variations, improvements and product line extensions, are hereinafter
referred to as the "Product".
2. The Seller's Product is proprietary technology and possible subject to patent
protection of the technology.
3. The Seller is the holder of the worldwide marketing and distribution rights
of the Product, along with the various promotional literature and Product
information suitable for use in the world market.
4. The Purchaser is desirous of obtaining the technology outright to exclusively
market the Product on a worldwide basis.
5. The Seller is hereby granting full ownership of the telephone callingcard
technology to the Purchaser by the terms and conditions more particularly herein
described.
NOW THEREFORE THIS AGREEMENT WITNESSED that in consideration of the mutual
covenants and premises contained herein, and other good and valuable
consideration (the receipt, adequacy and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
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TERMS AND CONDITIONS:
l. The Seller warrants that it is the possessor and exclusive owner of the
telephone callingcard technology and all improvements thereof, and is rightfully
and absolutely possessed of and entitled to the telephone callingcard technology
and further warrants that the Seller has the right to sell and transfer
ownership as set forth herein.
2. The Seller hereby sells and transfers ownership to the Purchaser grants in
consideration for 3,000,000 common, non-assessable shares of common stock of the
Purchaser's share capital issued to the Seller or designee.
3. The Seller does hereby warrant and agrees that:
a) the Purchaser shall be the owner of the telephone callingcard
technology.
b) the Purchaser shall be appraised of all improvements and amendments to
the Product.
c) the Purchaser must conduct ethical business practice with respect to
advertising, credit arrangements, sub-distributor agreements, sales
contracts, and in all other phases of marketing and distributing the
Product in the normal course of business.
4. This Agreement provides that the ownership granted to the Purchaser, under
the terms & conditions of this Agreement, shall apply to any improved version of
the Product and that the Seller shall be expedient in the notification of any
and all such improvements of and to the Product. Further, the Purchaser shall be
entitled to market any and all improvements and any additional telephone
callingcard Products developed by the Seller under the same terms and conditions
as described herein as the sale of the original Product.
5. The parties hereto agree to use their best efforts to carry out the
provisions of this Purchase & Sale Agreement.
6. The Seller and Purchaser agree that they will, at their sole expense, either
directly or by their agents, take whatever steps necessary to protect the
proprietary nature of the Product and the good will and integrity of the
telephone callingcard technology.
7. This Agreement provides that the Seller and Purchaser will take all
reasonable steps to preserve and protect the Product to the best of its ability
and to protect all trade secrets and proprietary information and agrees that the
quality and standards of the Product shall be maintained in accordance with the
highest specifications.
8. The Purchaser herein undertakes that all advertising material conform to
local and federal statutory advertising regulations and to operate within and
conform to Territorial laws.
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9. In the event that either party hereto shall deem the other party to be in
default of this Agreement, the one party shall give to the other party written
notice of such default and the other party shall have sixty days from the date
of such notice to remedy such default, or to institute a bona fide proceeding to
remedy such default.
10. This Agreement contains the entire agreement between the parties and no
representations, inducements or agreements, oral and/or otherwise, not embodied
herein, shall have any force or effect.
11. Should any legal dispute arise on the TERMS AND CONDITIONS of this
Agreement, the parties hereto agree to the venue of the State of Nevada, and its
applicable laws for any and all disputes.
THE SELLER IS AN OFFICER, DIRECTOR AND SHAREHOLDER OF THE PURCHASER. THIS
PURCHASE AND SALE AGREEMENT IS TO BE CONSIDERED AS "NON ARMS LENGTH"
TRANSACTION.
THE FOLLOWING DO HEREBY AFFIX THEIR SEALS AND SIGNATURES:
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
SELLER
/s/ Xxxxx Xxxxx
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TVER ACQUISITION CORP
by Xxxxx Xxxxx, President and Board Chairman
PURCHASER
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