ASSET PURCHASE AGREEMENT
THIS AGREEMENT is by and between SSP Management Corp. (a wholly-owned
subsidiary of 1st Net Technologies, Inc.), a Colorado Corporation, having its
principle offices at 00000 X. Xxxxxxxx Xx., Xxx Xxxxx, Xxxxxxxxxx 00000,
hereinafter referred to as "Seller," and MARKETBYTE, L.L.C., a California
Limited Liability Company, having its principle offices at 0000 Xxx Xxx
Xxxxxxx Xxxx, #000 Xxx Xxxxx, Xxxxxxxxxx 00000 hereinafter referred to as
"Buyer;" and
WHEREAS, the parties are desirous of entering into a formal agreement
consummating their negotiations for which they acknowledge have been ongoing;
and
WHEREAS, Seller is desirous of selling the property known as
XXXxxxxxxx.xxx. being the database with approximately 75,000 subscribers, URL,
and accumulated hardware (listed as Exhibit A to this Agreement) at a
negotiated minimum purchase price of Seven Hundred and Fifty Thousand Dollars
($750,000.00); and
WHEREAS, Buyer is desirous of purchasing same and continuing the
operation of same for the mutual benefit of the parties, to and including the
benefit of the subscribers previously referred to herein; and
BASED UPON MUTUAL CONSIDERATION AS ENUMERATED HEREIN, IT IS HEREBY AGREED AS
FOLLOWS:
Buyer shall purchase XXXxxxxxxx.xxx the database with approximately
75,000 subscribers, URL, and accumulated hardware at a negotiated minimum
purchase price of Seven Hundred and Fifty Thousand Dollars ($750,000.00); and
1. To be paid as follows:
a. Buyer shall pay the Seller the sum of Two Hundred Thousand Dollars
($200,000.00) as part consideration by executing a Promissory Note, secured by
the property being purchased in this Agreement, payable under the following
terms and conditions:
1. Fifty Thousand Dollars ($50,000.00) to be paid on the 2nd day of
January 2001;
2. Fifty Thousand dollars ($50,000.00) to be paid on the 1st day of
June 2001;
3. Fifty Thousand Dollars ($50,000.00) to be paid on the 2nd day of
January 2002;
4. Fifty Thousand Dollars ($50,000.00) to be paid on the 15th day of
June 2002.
2. Buyer shall pay as additional consideration to Seller ten percent
(10%) of all gross, non-cash compensation received in the nature of stock or
any other consideration received by Buyer for its operation of XXXxxxxxxx.xxx
during the term of this Agreement, such time period commencing upon the date
of execution of this Agreement through June 2, 2002.
3. Buyer further agrees to service those remaining accounts of Seller as
additional consideration for such purchase and shall do so in a business-like
manner for the benefit of Seller.
4. Upon the expiration of the contract period of this Agreement, and
should Seller not have received the total sum of Seven Hundred Fifty Thousand
Dollars ($750,000.00) in cash and market value of securities received or
excess thereof, Buyer shall agree to renegotiate in order to make up the
difference between those amounts received by Seller and Seven Hundred Fifty
Thousand Dollars ($750,000.00) and such shall become due and owing immediately
upon such date and the conclusion of the aforementioned negotiation.
5. As additional consideration for such purchase, Buyer agrees to
represent or otherwise profile parent company of Seller to its subscribers in
the normal course of business and to its general market at no cost to Seller
for a period of two years from the date of this Agreement. Such profiling
shall be based on such information provided by the parent company of Seller to
the Buyer. Such profiling shall be done solely with the authority of the
parent company of Seller, and at no cost to the parent company of Seller.
6. Buyer shall provide to Seller at such times upon the Seller's request
but no more than on a quarterly basis, a full accounting of XXXxxxxxxx.xxx
income for the purposes of determining the ten percent (10%) consideration as
set forth herein. All financial information submitted by the Buyer to the
Seller shall be deemed confidential information, shall be marked confidential,
and shall be maintained as confidential information by the Seller. Should the
Seller determine that an audit is required, the Seller shall order such audit,
at the Seller's expense, for which Buyer shall grant full cooperation.
7. The Seller, upon consummation of the Agreement herein by the
execution of this Agreement, shall provide to the Buyer all information
relative to the database, URL, subscriber information, and all similarly
related matters. Seller shall further cooperate by providing any additional
information or documentation to assist the Buyer in such transition.
8. It is understood and agreed that upon default by Buyer of any of the
payments or consideration enumerated herein that Seller may, at its option,
declare such Agreement void, unenforceable, and otherwise rescind such
Agreement and retain all interest in XXXxxxxxxx.xxx and its properties,
immediately upon notice of such default. Buyer shall have such other remedy
as enumerated herein and such additional remedies as provided by law.
9. This contract shall be governed under the laws of the State of
Colorado and shall be adjudicated within the courts of the State of Colorado.
10. This Agreement contains all the agreements resulting from the
negotiations of the parties, and any such matters outside this Agreement shall
be deemed void and held for naught.
11. It is understood that this Agreement, is non-assignable, and should
Buyer wish to assign or sell any right, title and interest to XXXxxxxxxx.xxx
or its properties, Seller shall have right of first refusal with a sixty (60)
day "look see" period wherein Buyer shall provide all information incident to
such sale, and should Seller not exercise such option, Buyer shall be free to
make such exchange. In the event that Buyer should make such valid assignment
or sale of the assets covered herein, then any and all remaining monetary
consideration would be immediately due and payable.
12. This Agreement is executed this 23rd day of February 2000, and the
parties signing hereto are acknowledging that they have the right to execute
such contract on behalf of their principals.
SSP MANAGEMENT CORP. (a wholly-owned subsidiary);
and
1st NET TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------
Xxxxx X. Xxxxxx, Xx.
Chairman/CEO
MARKETBYTE, L.L.C.
By: /s/ Xxxxxxxx Xxxx
----------------------------
Xxxxxxxx Xxxx
Authorized Signing Member
Exhibit A
Accumulated Hardware:
1. Two Generic Pentium II servers
2. Two Generic Pentium III servers
3. One Sony Lap Top Computer Model #PCG-F 180
4. One Lyris Mailing Software License
Initials
Buyer _________
Seller ________
