Purchase Agreement
This agreement ("Agreement") is entered into as of August 4, 2005 ("Effective
Date") by JC ENTERTAINMENT CORPORATION, a corporation duly organized and
existing under the laws of the Republic of Korea (hereinafter referred to as
"Seller") and T2CN HOLDING LIMITED, a corporation (hereinafter referred to as
"Buyer") incorporated and registered in British Virgin Islands.
Whereas, Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller the Products (as defined below).
In consideration of the mutual covenants, representations herein and other good
and valuable consideration, Seller and Buyer hereby agree as follows,
Article 1. The Sale
Upon the terms and subject to the conditions of this Agreement, Seller shall
sell to Buyer, and Buyer shall purchase from Seller the Products. As used in
this Agreement, the term "Products" means ten kinds of casual games, the name
and specification of which are listed as Attachment A and herein incorporated by
reference.
Article 2. Purchase Price
The purchase price for the Products (the "Purchase Price") shall be One Million
and Five Hundred and Twenty Five Thousand United States Dollars
(US$1,525,000.00). Subject to the terms and conditions of this Agreement, the
Purchase Price shall be paid as follows:
1. Within three (3) days upon the execution of this Agreement, an initial
payment as earnest money in the amount of One Million United States Dollars
(US$1,000,000.00) shall be paid by wire transfer to the bank account designated
by Seller.
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2. The rest payment in the amount of Five Hundred Twenty-five Thousand United
States Dollars ($525,000.00) shall be paid by wire transfer to the bank account
designated by Seller by November 15, 2005.
Article 3. Delivery of Product
1. Seller shall deliver all of the Products within thirty (30) days upon the
execution of this Agreement in CD-ROM form, by FTP, or by such other ways as
Seller and the Buyer may agree from time to time. Upon the receipt of the
Product, Buyer shall immediately send Seller, by courier or by fax later
confirmed by courier, a written notice confirming its receipt of the Products.
2. Seller shall bear the costs and expenses arising for the delivery of the
Products.
Article 4. Product Specification
The Products shall be subject to the specifications set out in Attachment A.
Article 5. Objection Period
Buyer shall install, test and operate the Products and raise objection against
the Products for, if any, defects, bugs and other flaws, within fourteen (14)
days upon the receipt of the Products ("Objection Period"). Failure to raise an
objection in the Objection Period shall be deemed as the acceptance of the
quality of the Products, waiving the right of claiming later for the quality of
the Products.
Article 6. Ownership of Intellectual Property Right
Buyer shall obtain and maintain all Intellectual Property Rights in and to the
Products including in and to its promotional materials, materials, prints and
derivative merchandise (if any) upon the delivery of the Products.
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Article 7. Support
Seller shall provide the Buyer necessary technical support via the telephone and
email in connection with the installment, maintenance, test and operation of the
Products in Objection Period. Seller may provide, with no liability, technical
support after the expiry of Objection Period, in the operation of the Products.
Article 8. Translation
Buyer shall, if necessary, be responsible to translate language including but
not limited to words, expressions, logos (identified in Korean) contained in the
products into English or Mandarin Chinese. Seller may, with no liability,
provide necessary assistance in such translation.
Article 9. Representations and Warranties
1. Seller represents and warrants that:
(1) It has the right, power and authority to enter into this Agreement and
to fully perform its obligations under this Agreement;
(2) The execution and delivery of this Agreement, and the consummation of
the transactions contemplated do not violate any agreement existing between it
and any other person or entity, and it shall not make any agreement with any
person or entity that is inconsistent with any of the provisions of this
Agreement;
(3) It is, and at all times shall be, the holder of all consents necessary
for it to perform its obligations hereunder;
(4) The Products, to the best of the Seller's knowledge as of the date, will
not infringe the intellectual property rights of any third party.
2. Buyer represents and warrants that:
(1) It has the right, power and authority to enter into this Agreement and
to fully perform its obligations under this Agreement;
(2) The execution and delivery of this Agreement, and the consummation of
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the transactions contemplated do not violate any agreement existing between it
and any other person or entity, and it shall not make any agreement with any
person or entity that is inconsistent with any of the provisions of this
Agreement;
(3) It is, and at all times shall be, the holder of all consents necessary
for it to perform its obligations hereunder.
Article 10. Term and Termination
1. This Agreement will commence on the Effective Date and keep continuous until
the complete payoff of the Purchase Price, unless terminated earlier pursuant to
paragraph 2 below.
2. Either party has the right to terminate this Agreement by seven (7) days
prior written notice upon the occurrence of any of the following events:
1) The Seller delays up to thirty (30) days in the delivery of the
Products.
2) The Buyer delays up to thirty (30) days in each payment of the
Purchase Price.
3) Either party becomes insolvent or bankrupt, or is in the process of
liquidation.
Article 11. Seller's Remedy
1. If the Seller has fulfilled all of its obligations under this Agreement and
the Buyer materially breaches any of its obligations hereunder, then Seller
shall, as its sole remedy therefore, be entitled to receive the unpaid Purchase
Price of the Purchase Price as liquidated damages in lieu of, and as full
compensation for all other rights or claims of the Seller against the Buyer by
reason of such default. In that case, Buyer shall return the Product and all
intellectual property rights contained therein to Seller.
2. Buyer will indemnify, defend and hold harmless Seller and its affiliates,
directors, officers, employees, agents, representatives, successors and assigns
from any and all liabilities, losses, expenses (including, without limitation,
reasonable attorneys' fees), costs and damages of any kind arising out of or
relating to any liability otherwise associated with the Products incurred prior
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to the Effective Date of this Agreement; provided that in no event shall Buyer
be liable under or in connection with this Agreement for any loss or profit or
any other commercial damage, including without limitation incidental,
consequential, special, exemplary, punitive or other direct or indirect damages
of any nature under this the preceding sentence.
Article 12. Buyer's Remedy
1. If the Buyer has fulfilled all of its obligations under this Agreement and
the Seller materially breaches any of its obligations hereunder, then Buyer
shall, as its sole remedy therefore, be entitled to receive the unpaid Purchase
Price as liquidated damages in lieu of, and as full compensation for, all other
rights or claims of the Buyer against the Seller by reason of such default.
2. Seller will indemnify, defend and hold harmless Buyer and its affiliates,
directors, officers, employees, agents, representatives, successors and assigns
from any and all liabilities, losses, expenses (including, without limitation,
reasonable attorneys' fees), costs and damages of any kind arising out of or
relating to any liability otherwise associated with the Products incurred prior
to the Effective Date of this Agreement; provided that in no event shall Seller
be liable under or in connection with this Agreement for any loss or profit or
any other commercial damage, including without limitation incidental,
consequential, special, exemplary, punitive or other direct or indirect damages
of any nature under this the preceding sentence.
Article 13. Severability
If any article hereof shall be deemed invalid, void or unenforceable for any
reason by a court of competent jurisdiction or legal authority, the remaining
parts hereof shall still hold their full effectiveness.
Article 14. Notice
Any notice or communication that is required to be sent out or that may be sent
out pursuant to this Agreement shall be made in written and shall be delivered
personally, faxed, or sent by registered mail to the addresses as set forth
below. Any such notice or communication shall be deemed given when so delivered
personally, faxed, or if mailed, on the earlier of the date of receipt or ten
(10) days after the date of such mailing.
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Buyer:
Attention: T2CN HOLDING LIMITED
Name: JUN-TSE TENG
Address: 5 Floor, 88 Qin Jiang Road, Shanghai, PRC
Tel: 86-21-54278388
E-mail: joe@t2cn.com
Seller:
Attention: JC ENTERTAINMENT CORPORATION
Name: IL-Sung Baik
Address: 4thf, Rosedale Bldg., #724 Suseo-Dong, Kangnam-Ku, Seoul 135-885,
Korea
Tel: 82.2.2040.1114
E-mail: isbaik@joycity.co.kr
Article 15. Costs and Tax
The costs, expenses, and taxes levied on in the negotiation, preparation,
execution and delivery of this Agreement shall be borne respectively by Buyer
and Seller.
Article 16. Entire Agreement and Modification
This Agreement shall constitute the entire agreement between Seller and Buyer.
Any change, amendment or modification of this Agreement shall be agreed and made
by Seller and Buyer in written.
Article 17. Governing Law and Jurisdiction
This Agreement shall be governed by and be construed in accordance with the
substantive law of Singapore.
Any disputes arising hereunder and in connection herewith shall be settled
through consultations between the Parties, and if the Parties cannot reach an
agreement regarding such disputes within thirty (30) days of their occurrence,
such disputes shall be submitted to International Chamber of Commerce for
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arbitration in Singapore in accordance with its then effective arbitration
rules, and the arbitration award shall be final and binding on both Parties.
Article 18. Effectiveness
This Agreement shall become effective upon the signature hereof and be binding
upon Seller and Buyer.
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement through their
legally authorized representative as of the date first above written.
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IN WITNESS WHEREOF, the duly authorized representatives of each of the Parties
hereto have executed this Agreement as of the date first written above.
JC ENTERTAINMENT CORPORATION T2CN HOLDING LIMITED
By: By:
Name: __________________________ Name: _____________________________
Title: _________________________ Title: ____________________________
Attachment A
List of Casual Games
Name English Chinese
No.
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1. Chess
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2. Dujiju
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3. Lianliankan
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4. Gobang
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5. Weiqi
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6. Junqi
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7. Shanghai
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8. Poker
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9. Hoola
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10. High-low
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