Purchase Agreement
This agreement is entered into on the 1st day of March, 2001 by and
between Xxxxxx Xxxxx, with business offices at 00000 Xxxxxxx Xxxxx, Xxx
Xxxxx, XX 00000 ("Gerza") and WorldNet Resource Group, Inc., with business
offices located at 000 X. Xxxx Xx, Xx Xxxxxxx, XX 00000 ("WNRG"). In
consideration of the mutual promises and undertakings stated herein, the
parties hereto agree as follows (the "Agreement"):
1.0 Terms of the Acquisition. Upon the signing of this Agreement,
the terms and condition set forth in this Agreement as well as
those terms and conditions set forth in Exhibit "A" attached
hereto and made a part hereof shall be lawful and binding.
2.0 Representations and Warranties. Gerza represents and warrants
that he is the majority shareholder and has the full and
unfettered authority of the minority shareholders of "Corporate
Interviewing Network, Inc." at the time of the signing of this
Agreement. Each party to this Agreement represents and warrants
to the other that: (a) such party has all necessary right, power
and authority to enter to this Agreement and to perform the acts
required of it hereunder; (b) the execution of this Agreement by
such party and its performance of its obligations hereunder do
not and will not violate any agreement by which such party is
bound; (c) by entering into this Agreement, it does infringe on
any patent, copyright, trademark, trade secret or other
intellectual property or proprietary right of any third party.
Gerza, therefore, represents and warrants that the delivery of
the Stock (as defined on Exhibit "A") to WNRG will transfer valid
title hereto. Furthermore, Gerza represents and warrants that he
is not aware of any material adverse event or pending or
threatened claim or litigation affecting "Corporate Interviewing
Network, Inc." which has not been disclosed and both parties
agree as set forth in Section 3.0.
3.0 Indemnification.
3.1 Mutual Indemnification. In consideration to the terms set
forth in Exhibit "A," the receipt and sufficiency of which are
hereby acknowledged, each party hereby agrees to indemnify and
hold harmless the other party, its parent and subsidiary
companies and their respective officers, agents, directors,
employees, and authorized representatives from and against any
cost, losses, liabilities, and expenses, including court costs,
reasonable expenses and reasonable attorney's fees that any of
them may suffer, incur or be subjected to by reason of any legal
action, arbitration or other claim by a third party arising out
of, or as a result of a breach of the indemnifying party's
representations and warranties made hereunder.
3.2 Indemnification Procedures. If either party entitled to
indemnification hereunder (an "Indemnified Party") makes an
indemnification request to the other, the Indemnified Party shall
permit the other party (the "Indemnifying Party") to control the
defense, disposition or settlement of the matter at its own
expense; provided that the Indemnifying Party shall not, without
the consent of the Indemnified Party enter into any settlement or
agree to any disposition that imposes an obligation on the
Indemnified Party that is not wholly discharged or dischargeable
by the Indemnifying Party, or impose any conditions or
obligations on the Indemnified Party other that the payment of
monies that are readily measurable for purpose of determining the
monetary indemnification or reimbursement obligation of the
Indemnifying Party. The Indemnified Party shall notify the
Indemnifying Party promptly of any claim for which the
Indemnifying Party is responsible and shall cooperate with the
Indemnifying Party in every commercially reasonable way to
facilitate defense of any such claim; provided that the
Indemnified Party's failure to notify Indemnifying Party is
materially prejudiced as a result of such failure. An Indemnified
Party shall at all times have the option to participate in any
matter or litigation through counsel of its own selection and at
its own expense.
4.0 Confidentiality. The parties acknowledge that, in the course of
their dealings hereunder, each may acquire information about the
other, its business activities and operations, its technical
information and its trade secrets, all of which are proprietary
and confidential (the "Confidential Information"). Each party
agrees that the terms of this Agreement shall be deemed the
confidential information of each party. During the Term of this
Agreement and for a period of two (2) years after the expiration
of the Term, each party hereby agrees that; (i) all Confidential
Information shall remain the exclusive property of the disclosing
party (ii) it shall maintain, and it shall use prudent methods to
cause its employees, agents and affiliates to maintain, the
confidentiality and secrecy of the Confidential Information;
(iii) it shall use prudent methods to ensure that its employees,
agents and affiliates do not copy, publish, disclose to others or
use (other than pursuant to the terms hereof) the Confidential
Information; and (iv) it shall return or destroy all copies of
Confidential Information upon request of the other party.
Notwithstanding the foregoing, Confidential Information shall not
include any information to the extent that it: (i) is or becomes
a part of the public domain through no act or omission on the
part of the receiving party; (ii) is disclosed to third parties
by the disclosing party without similar restriction on such third
parties; (iii) is in the receiving party's possession without the
receiving party's actual or constructive knowledge of an
obligation of confidentiality with respect thereto, at or prior
to the time of disclosure under this Agreement; (iv) is disclosed
to the receiving party by a third party having no obligation of
confidentially with respect thereto; (v) is independently
developed by the receiving party without reference to the
disclosing party's Confidential Information; or (vi) is released
from confidential statement by written consent of the disclosing
party.
5.0 Entire Agreement. This Agreement states the entire agreement
between the parties with respect to its subject matter and
supersedes any prior oral or written agreements, including but
not limited to the Letter of Intent entered into and signed by
both parties on March 1, 2001. This Agreement may not be amended
except in writing signed by both parties.
6.0 Applicable Law. This Agreement will be construed according to the
laws of the State of Utah, without regard to principles of
conflicts of law.
7.0 Invalidity of Provisions. If any provision of this Agreement is
declared or found to be illegal, unenforceable, or void, in whole
or in part, then the parties will be relieved of all obligations
arising under such provision, but only to the extent that it is
illegal, unenforceable, or void; it being the intent and
agreement of the parties that this Agreement be deemed amended by
modifying such provision to the intent necessary to make it legal
and enforceable while preserving its intent or, if that is not
possible, by substituting therefor another provision that is
legal and enforceable and achieves the same objectives.
8.0 Notice. Any notice due by one party to the other will be given to
the address listed above and marked to the attention of the
signatory specified below, unless a party hereafter designates a
successor address or contact person. All notices will be
transmitted by private courier or facsimile transmission, and
will be deemed given as of the date of a written courier's
receipt or electronic facsimile confirmation report.
IN WITNESS WHEREOF, this Agreement has been executed by each of the
individual parties hereto, all on the date first above written.
ACKNOWLEDGE AND AGREED ACKNOWLEDGE AND AGREED
WORLDNET RESOURCE GROUP, INC. XXXXXX XXXXX
By: /S/ Xxxxxxx Xxxxx By: /S/ Xxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx Name: Xxxxxx Xxxxx
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Title: President/CEO Title: President
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Exhibit A
Terms of the Acquisition of
Corporate Interviewing Network, Inc.
Acquiror: WorldNet Resource Group, Inc. (a/k/a WNRG)
Acquired Company: Corporate Interviewing Network, Inc.
(a/k/a CIN)
Tax Exemption: Stock for Stock tax-free reorganization
pursuant to 368(a)(1)(B)
Shares Exchange: 6,955,275 common shares of Corporate
Interviewing Network, Inc. (the "Stock"),
which represent all of the outstanding shares
of Corporate Interviewing Network, Inc.,
shall be acquired by WorldNet Resource Group,
Inc. in exchange for a total of three hundred
twenty thousand (320,000) restricted common
shares of WorldNet Resource Group, Inc.,
which shall be distributed in the following
manner:
- WNRG will issue two hundred twenty-three
thousand four hundred sixty shares
(223,460) of WNRG stock (OTCBB: WNRG) to
Xxxxxx Xxxxx in exchange for the
acquisition of seventy percent (70%) of
CIN.
- WNRG will issue ninety-six thousand five
hundred-forty shares (96,540) of WNRG
stock (OTCBB: WNRG) which shall be
disbursed by Xxxxxx Xxxxx among the
additional owners of CIN for the
acquisition of the remaining fifteen
percent (15%) of CIN.
Closing Date: On or before March 1, 2001 or at such other
date as may be agreed to in writing by the
parties.
Place of Closing: 000 X. Xxxx Xxxxxx, Xx Xxxxxxx, XX 00000
Conditions to Closing: Xx. Xxxxxx Xxxxx, current president of CIN,
shall be retained as an employee of WNRG,
with a (1) year employment agreement for an
annual salary of one hundred twenty-five
thousand dollars ($125,000) and a signing
bonus of seven hundred seventy-six thousand
five hundred forty (776,540) shares of WNRG
stock (OTCBB: WNRG). Xxxxxx Xxxxx shall also
have the right to participate in WNRG's
existing benefits plan, including medical and
dental benefits.
WorldNet Resource Group, Inc. shall acquire
all the assets, including all liabilities and
outstanding debt, of Corporate Interviewing
Network, Inc. as specified in its year 2000
tax return.
Name Change: Corporate Interviewing Network, Inc. shall
change its name to Streaming Interviews, Inc.
