Exhibit 6 -
INVESTMENT AGREEMENT
THIS AGREEMENT MADE THIS 22nd day of March, 1999 by and between NEW
SKY COMMUNICATIONS, INC., a publicly-traded New York corporation with
offices at 731 Powers Building, 16 West Main Street, Rochester, New York
14614 (hereinafter referred to as "New Sky") and MICHAEL CIDONI, STEPHEN
MORSE and RICHARD HERRERA, d/b/a The Movie Place, with offices at 518
Benton Street, Rochester, New York (hereinafter referred to individually
and collectively as "The Movie Place").
WHEREAS, The Movie Place owns, produces and operates the Internet
site known as "movieplace.com" and the owners thereof are desirous of New
Sky investing therein, and New Sky being desirous of making such
investment;
NOW THEREFORE the parties hereto covenant and agree as follows:
1) New Sky Communications, Inc. agrees to acquire a forty percent
(40%) interest in the The Movie Place business and the Web site known as
"movieplace.com" for a purchase price of $25,000.00. The Movie Place
shall use the proceeds of the investment to promote the Web site,
purchase equipment and for working capital.
2) The Movie Place warrants and represents that Mike Cidoni, Stephen
Morse and Richard Herrera own the entire business known as The Movie
Place which owns and operates the Web site known as "movieplace.com", and
that there exist no other encumbrances, liens, or restrictions upon the
business and the Web site that would affect or impair such investment by
New Sky in the business or the Web site. The Movie Place further warrants
and represents that the Web address "movieplace.com" is registered to The
Movie Place and that the Web site and its content were created by and is
operated solely by The Movie Place and that, to the best of their
knowledge, there exist no other claims to the Web address or the creative
content of the site. The Movie Place further warrants and represents that
the Movie Place business and the "movieplace.com" Web site are currently
compliant with the so-called Y2K problem and that such problem will not
adversely affect the business or the Web site.
3) That the investment by New Sky is made in material reliance upon
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documents and the representations made therein, presented to New Sky by
The Movie Place, specifically the "Movie Place Business Plan" and an
outline of a budget. New Sky, or its designated agents or
representatives, shall have the right to examine all of the books and
records of the business of Movie Place at reasonable times and places.
The investment by New Sky is also made in material reliance on the
representation that it is the intention of The Movie Place to incorporate
as soon as is practicable after the execution of this Agreement. This
Agreement shall survive and not be merged into such incorporation.
4) The Movie Place agrees to consult with New Sky, its officers,
directors and agents regarding business, legal and creative matters
pertaining to the business of The Movie Place and the "movieplace.com"
Web site. All partners in the business shall undertake to assist to make
the business of the Web site a success and shall in no event take any
action which shall impair, hinder or delay full exploitation of the
business and the Web site. The primary duty and responsibility of Mike
Cidoni is and shall remain creation of film-related content of the Web
site. Stephen Morse's primary duty and responsibility is the technical
aspects of the Web site. New Sky shall provide business, legal,
accounting and financial consulting services as requested.
5) Mike Cidoni hereby agrees to provide exclusive Internet
film-related content services to the "movieplace.com" Web site for a
minimum period of one year from the date of this Agreement. Such
exclusivity shall not include Cidoni's other current Internet activities:
www.rochestertoday.com, www.moviebuff.com, www.wegmans.com and other
current radio- and TV-station Internet sites contributed to in connection
with Cidoni's appearances on their airwaves. Any additional involvement
of Cidoni in other Internet sites shall be undertaken only upon the
consent of The Movie Place. At no time, without the prior approval of the
remaining partners, shall any party hereto disclose the business methods,
plans or any other informational reasonably deemed to be confidential
regarding the business of The Movie Place to any third party, unless
required by legal or regulatory mandate.
6) No party hereto, nor its officers, directors employees or
agents, shall be liable for any act or omission performed or omitted in
good faith. Nothing herein shall place any party in the relationship of
principal, agent, master and servant, partners, joint venturers or
employer and employee of any other party and no party shall have the
authority, express or implied, or represent themselves as having the
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authority to make binding contracts for the other or to bind or obligate
the other in any way. No party hereto shall assume any liabilities of any
other party and each party agrees to indemnify and hold the other
parties, its officers, directors, employees and agents harmless from any
manner of claim, action, or liability past, present or future not
directly related to this Agreement.
7) This Agreement shall be construed under the laws of the State
of New York. Should there be any dispute between the parties concerning
the interpretation of this Agreement or concerning an alleged breach,
which the parties are unable to resolve after consultation with each
other, such dispute shall be decided by arbitration pursuant to the
regulations and procedures of the American Arbitration Association at
Syracuse, New York. The parties agree that any award rendered by the
American Arbitration Association may be entered in the Supreme Court of
New York. In no event, shall any party seek injunctive relief or take any
action which may impair, hinder or delay the production and full
exploitation of the "movieplace.com" Web site or any of its ancillary
rights.
8) The Movie Place shall maintain books and records of account in
accordance with generally accepted accounting principles and shall,
within 120 days following the end of its fiscal year, render a statement
of financial condition and profit and loss. New Sky shall have the right
to audit the books and records of The Movie Place, upon reasonable
notice, but not more often than once a year.
9) This Agreement may not be assigned without the written
permission of the other party.
10) This Agreement may be amended in writing only and shall be
binding upon and inure to the benefit of the successors and assigns of
the parties.
NEW SKY COMMUNICATIONS, INC.
SEAL
By: -----------------------------
President
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Stephen Morse
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Michael Cidoni
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Richard Herrera
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