INVESTMENT AGREEMENT
This Agreement is made this date, by and between TWIN FACES EAST
ENTERTAINMENT CORPORATION, a Nevada Corporation ("Company"), and MAGELLAN
CONCEPTS INTERNATIONAL, INC., a Florida Corporation ("MCI"), collectively
referred to as "The Parties".
WHEREAS, the Company is engaged in the business of development of
intellectual and entertainment properties and desires to acquire the assets
and intellectual properties of MCI and;
WHEREAS, MCI desires to transfer (sell) twenty five percent (25%) of its
assets, name, patents, trademarks, copyrights, and other intellectual
properties to the Company.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
Section 1. Type of Transaction.
Investment in MCI with payment in cash and Common stock in the
Company.
Section 2. Assets and Intellectual Property.
Defined as and includes all of the intellectual properties, assets
whether physical or intellectual, name, trademarks, patents, copyrights,
database or similar properties that are or will become the property of MCI.
MCI hereby warrants that each and all of the assets as defined in are free
and clear of any encumbrance, liens, or attachments of any kind.
Section 3. Timing.
The "Effective Date" of this acquisition will be within ten (10)
days of execution of this document but in no case later than 2-28-02.
Section 4. Payment Terms.
Within 30 days of the effective date of this agreement the Company
will issue five hundred thousand (500,000) shares of Common stock of the
Company. The stock will carry a SEC Rule 144 restriction xxxx on the
certificates and be subject to all Rule 144 restrictions. The stock may be
issued in the name of any employee of MCI, or their assigns.
Within 10 days of receipt of funding into the Company in the amount
of one million ($1,000,000) or greater, MCI will receive a cash payment of
one hundred eighty thousand dollars ($180,000) from the Company, of which
partial payment has already been made in the name of Nobel Scientific via two
wire transfers for $67,000 and $40,000 respectively, leaving a remaining
balance of $73,000.
Section 5. Consideration by MCI
As consideration for this investment, MCI agrees to:
A. Assignment of the contract with Xxxxx Sports known as the World Sports
Technology Agreement for development of training seminars under the "Circle
of Champions" and other names.
B. Use of all of the MCI intellectual and business development database, e-
mail and e-commerce sources and software for business development at MCI's
actual cost of production.
C. Right of first refusal on acceptance and assignment from MCI to the
Company of any contract or sales for training or seminars similar to section
5.A. above.
D. Right of first refusal for matching any future sale of any of MCI's
remaining ownership, such right shall be made known to the Company in writing
who then has thirty (30) days with which to match the pending offer, or lose
this right.
Section 6. Severability. The covenants set forth in this Agreement above
shall be construed as a series of separate covenants, one for each county in
each of the states of the United States to which such restriction applies.
If, in any judicial proceeding, a court of competent jurisdiction shall
refuse to enforce any of the separate covenants deemed included in this
Agreement, or shall find that the term or geographical scope of one or more
of the separate covenants is unreasonably broad, the parties shall use their
best good faith efforts to attempt to agree on a valid provision which shall
be a reasonable substitute for the invalid provision. The reasonableness of
the substitute provision shall be considered in light of the purpose of the
covenants and the reasonable prospectable interests of the Company and MCI.
The substitute provision shall be incorporated into this Agreement. If the
parties are unable to agree on a substitute provision, then the invalid or
unreasonably broad provision shall be deemed deleted or modified to the
minimum extent necessary to permit enforcement.
Section 7. Confidentiality. The Parties acknowledge that they will
develop and be exposed to information that is or will be confidential and
proprietary to each entity. The information includes customer lists,
marketing plans, pricing data, product plans, software, and other intangible
information. Such information shall be deemed confidential to the extent not
generally known within the trade. The Parties agree to make use of such
information only in performance of its duties under this Agreement, to
maintain such information in confidence and to disclose the information only
to persons with a need to know.
Section 8. Remedies. The Parties acknowledge that monetary damages would
be inadequate to compensate each other for any breach of the covenants set
forth in this Agreement. The Parties agree that, in addition to other
remedies which may be available, they shall be entitled to obtain injunctive
relief against the threatened breach of this Agreement or the continuation of
any breach, or both, without the necessity of proving actual damages.
Section 9. Waiver. The waiver by either of The Parties of the breach of
any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either of The Parties.
Section 10. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
Section 11. Arbitration. If at anytime during the term of this Agreement
any dispute, difference, or disagreement shall arise upon or in respect of
this Agreement, and the meaning and construction thereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by both parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association (AAA) and such dispute, difference, or disagreement
shall be settled by arbitration in accordance with the then prevailing
commercial rules of the AAA, and judgment upon the award rendered by the
arbiter may be entered in any court having jurisdiction thereof.
Section 12. Attorney Fees. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or in
any appeal there from, it is agreed that the prevailing party shall be
entitled to reasonable attorneys fees to be fixed by the arbitrator, trial
court, and/or appellate court.
This Agreement is made and entered this 25th day of February 2002.
Company: MCI:
Twin Faces East Entertainment Magellan Concepts International, Inc.
Corporation
By: By:
Xxxxxxx Xxxxxxxxx, PhD, CEO Xxxxxxxx Xxxxxxx, President
Date Date
