93
EXHIBIT 10.46
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, by and between Xxxxxxxxxx.xxx, Inc., a Florida public
corporation ("Hits") and Solvere, Inc., a Delaware closely held corporation
("Solvere"), is made and effective as of the 29th day of March, 1999.
NOW THEREFORE, for the mutual promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties agree as follows:
1. At Closing, Hits will acquire all of the right, title and interest in
and to the Internet-related development, equipment and software now
owned, or under development, by Solvere (the "Internet Division"). This
includes but is not limited to all computer equipment, software and all
internet technology (such as, by way of example and not limitation,
e-commerce, web-based email (IBC) and all other internet software,
programming and applications of Solvere), all as more fully described
in Exhibit A, which shall be submitted by Solvere, approved by Hits,
and attached hereto and made a part hereof.
2. The purchase price for the Internet Division shall be $125,000, as
follows: $5,000.00 upon receipt of a fully executed Purchase Agreement,
including Exhibit A, with the balance of $120,000.00 due within fifteen
(15) days. In addition, Hits will deliver to Solvere a certificate for
100,000 shares of restricted common stock of Hits. The shares will be
included in the next stock registration filed by Hits to free up the
shares for trading. However, Solvere voluntarily agrees not to sell in
any one week more than two percent (2%) of the previous week's total
volume traded. This will be acknowledged and reflected in a lock up
agreement or other arrangement prior to delivery of the certificates
for the shares.
3. Solvere will provide an office at its Irvine, CA facility to be used by
and on behalf of Hits. Hits will pay $4,000 per month to Solvere as a
maintenance fee for system management for both the Irvine, CA and
Rancho Cucamonga, CA offices.
4. Hits will spend an additional $125,000 in future development costs by
Solvere related to the Internet Division for completion of the: mail
center, real-time quotes, e-mail and shopping cart implementation, on a
project-by-project basis pursuant to budgets prepared by Solvere and
approved by Hits. Solvere will also manage and perform the integration
of the following: banner generator, info cart, pop-up search, and
porn-free net search results. The time frame for this engagement is to
be completed within nine months or sooner from the date of this
agreement.
5. For future business involving Internet Firewall/Proxy server, Solvere
and Hits shall co-License the SpeedShield technology. Solvere and Hits
shall equally share all License fees related to SpeedShield licenses
sold by Solvere. Hits agrees to pay 50% of any reasonable marketing
expenses incurred by Solvere in marketing the SpeedShield, provided
such marketing expenses have been previously submitted by Solvere to
Hits for approval. Hits, as a co-licensor of the SpeedShield
technology, shall have the unrestricted right to use the SpeedShield in
any manner it desires.
6. All Solvere personnel working on any Hits project or application will
sign a confidentiality and non-competition agreement prepared by Hits.
Solvere will take the same efforts to protect the confidential and/or
proprietary information of Hits as it takes with its own such
information. In addition, for a period of three (3) years from the date
hereof, Hits will be the only Internet client of Solvere, without the
94
prior written approval of Hits (except for the sale by Solvere of licenses
to use the speed shield technology). At the end of the three (3) year
period, each party shall be free to use the SpeedShield technology in any
manner it desires, except that Solvere will not sell, transfer or license
the technology to any business or entity in competition to Hits.
7. Hits will give Solvere the first opportunity to provide any software
programming or applications. However, Hits may use other such providers
if it believes Solvere cannot provide the needed services is a timely
or qualified manner.
8. The Closing of this Purchase shall be on or before the date the
balance of the $120,000 is due from Hits to Solvere.
9. This Purchase Agreement shall be binding on the heirs, successors and
assigns of the parties. Any unresolved dispute arising under this
Purchase Agreement shall be submitted to binding arbitration pursuant
to the rules of the American Arbitration Association, or its
successors. Any arbitration award may be entered as a final judgement
in any court of competent jurisdiction. This Purchase Agreement shall
be construed under California law, and any court proceeding or
arbitration matter shall be heard only in the Rancho Cucamonga, CA
area.
IN WITNESS WHEREOF, the parties have executed this Purchase Agreement effective
as of the date first written above.
Xxxxxxxxxx.xxx, Inc. Solvere, Inc.
By: \s\ Xxxxx Xxxxxxxx By: \s\ Xxxxxxxxx Xxxxxx
------------------ --------------------
CEO President and CEO
