EXHIBIT 10(b)
Agreement between:
RecycleNet Corporation
X.X. Xxx 00000,
Xxxxxx, Xxxxxxx
Xxxxxx, N 1 E 6V8
Hereafter referred to as (RecycleNet)
and
xxxxxxxxxx.xxx, inc.
000 Xxxxx 000 Xxxx, Xxxxx 000,
Xxxx Xxxx Xxxx , Xxxx
XXX 84102
Hereafter referred to as (xxxxxxxxxx.xxx)
It is agreed that:
RecycleNet shall acquire any/or all of the outstanding shares (up
to a maximum of 22,000,000
common shares) of xxxxxxxxxx.xxx.
RecycleNet shall acquire the common shares of xxxxxxxxxx.xxx
exchangeable for common
shares of RecycleNet at a value of $ 3.00 US for each common share
of xxxxxxxxxx.xxx
acquired, provided that:
1. xxxxxxxxxx.xxx achieves monthly sales of a minimum of
$ 25,000 US/month from an active, repetitive customer base with
average sales equaling $50 US/month from each customer.
2. xxxxxxxxx.xxx operates at monthly break even or on a monthly
profitable basis, not at a loss.
3. xxxxxxxxxx.xxx has no net debt, (no outstanding debts larger
than its tangible cash reserves).
The exchange rate of RecycleNet common shares (for each common
share of xxxxxxxxxx.xxx acquired) shall be determined on the closing
market price (OTC BB: GARM) on any date determined at the discretion
RecycleNet before December 31, 2000.
RecycleNet will notify xxxxxxxxxx.xxx in writing within 3 hours
after the close of trading (OTC BB: GARM) on the day RecycleNet
determines to initiate the acquisition. This written notification will
establish the closing market price (OTC BB: GARM) and clearly set out the
XxxxxxxXxxxxxxxxxxxxx.xxx common share exchange rate.
In the event that xxxxxxxxxx.xxx does not meet the minimum criteria
(listed in items 1,2 & 3) by December 31, 0000, XxxxxxxXxx and
xxxxxxxxxx.xxx may mutually agree in writing to an alternative valuation
formula to complete the XxxxxxxXxxxxxxxxxxxxx.xxx share exchange
otherwise the agreement will terminate on December 31, 2000 with no
penalty to either party.
In the event that xxxxxxxxxx.xxx receives an acquisition offer
higher than the RecycleNet terms, xxxxxxxxxx.xxx has the right to
pay a RecycleNet termination fee of $ 500,000 US to cancel this agreement.
Dated this 23rd day of September. 1999
/s/ Xxxxx Xxxxxx /s/ Mikael Prydz
----------------------- -----------------------
Xxxxx Xxxxxx, President Mikael Prydz, CEO
xxxxxxxxxx.xxx, inc. RecycleNet Corporation
