EXHIBIT 10.9
AGREEMENT FOR PURCHASE OF
NETWORK REAL ESTATE, INC.
LICENSING AGREEMENTS AND TRADEMARKS DATED
JUNE 12, 1997
AGREEMENT FOR PURCHASE OF
NETWORK REAL ESTATE, INC.
LICENSING AGREEMENTS AND TRADEMARKS
This agreement is made as of June 12, 1997 by and between NETWORK REAL
ESTATE, INC. and HOMELIFE, INC.
RECITALS
Whereas, HomeLife, Inc. ("H.I.") desires to purchase the licensing agreements
and trademarks of Network Real Estate, Inc. ("N.R.E")
Whereas, Network Real Estate is desirous to convey its real estate operation
including the licensing agreements and trademarks.
NOW THEREFORE; the parties agree as follows:
(1) TRANSFER OF ASSETS
Effective on or before August 20, 1997, N.R.E. will transfer and assign to
H.I. the real estate operations of N.R.E. including the trademarks and
licensing agreements. (See Exhibit A.)
(2) SALES PRICE AND TERMS
H.I. agrees to pay N.R.E. $100,000 as follows:
(A) $10,000 cash down payment upon the closing on or before August 20th,
1997, including assignment of all agreements.
(B) $10,000 promissory note @ 8% interest due and payable on or before
October, 25, 1997.
(C) $80,000 in preferred convertible redeemable shares of HI stock carrying 8%
interest which will be accrued and payable in 12 months or when redeemed.
Said stock will be guaranteed at a price of $5.00 per share when converted
after a period of twelve months. These preferred convertible shares of HI
are secured by the contracts assigned under "Exhibit A". H.I. represents
and warrants that it is duly authorized to issue these preferred
convertible shares, can be validly issued, and will be free and clear of
all preemptive rights, rights of first refusal, liens, charges, claims and
encumbrances. HomeLife has the option to buy back the shares at $5.00 per
share in twelve (12) months or any time prior to twelve months.
(4) BOARD APPROVALS
H.I. and N.R.E. are each responsible to obtain any Board of Director approval
as necessary prior to closing on or before June 25, 1997.
(5) CLOSING
Closing to be on or before August 20, 1997 at the offices of Network Real
Estate, Inc., 2121 41st Avenue, Suite # 102, Capitola, California.
(6) ENTIRE AGREEMENT
This contract constitutes the sole and only Agreement between Buyer and
Seller respecting said sale of Assets in this Agreement and correctly sets
forth the obligation of Seller and Buyer to each other as of its date. Any
agreements or representations not expressly set forth in this Agreement are
null and void.
(7) NOTICES
Any and all notices or other communications required or permitted by this
Agreement or by law to be served on or given to either party hereto, Buyer
or Seller, by the other party to this Agreement shall be in writing and
should be effective only if delivered by personal service or mailed, United
States mail, postage prepaid to:
Andy Cimerman Lee Dana
HomeLife, Inc. Network Real Estate, Inc.
4100 Newport Place, Suite 730 2121 41st Avenue, Suite 102
Newport Beach, CA 92660 Capitola, CA 95010
(8) BINDING ON SUCCESSORS
Unless otherwise provided in this Agreement, each and all of the covenants,
terms, provisions, and Agreements contained herein shall be binding upon and
inure to the benefit of the successors, executors, heirs, representatives,
administrators and assigns of the parties hereto.
(9) SEVERABILITY
If any provisions of this Agreement, or the application thereof, shall for
any reason and to any extent be invalid or unenforceable, the remainder of
this Agreement shall be interpreted as best to reasonably effect the intent
of the parties hereto.
(10) AMENDMENT
Any term or provision of this Agreement may be amended only by a writing
signed by the parties to be bound thereby.
(11) ATTORNEY'S FEES
Should any action be commenced between the parties to this Agreement, the
party prevailing in the action shall be entitled, in addition to such other
relief as may be granted, to a reasonable sum as and for attorney's fees.
(12) FURTHER ASSURANCES
Each party agrees to cooperate fully with the other party and to execute such
further instruments, documents and agreements; and to give such further
written assurances, as may be reasonably requested by any other party.
(13) APPROVAL FOR STOCK ISSUANCE
Each party shall be responsible to obtain all necessary permits for the
issuance of any stock by either corporation and each party warrants that
any stock to be issued pursuant to this Agreement shall be proper and valid
stock of the respective corporation.
AMENDED
8/22/97
SCHEDULE "A"
OF INTANGIBLE PERSONAL PROPERTY
1. Trademark for International Estates, registered with the Patent and
Trademark Office on November 15, 1990, Trademark Reg. No. 037769. The mark
expires on November 15, 2000.
2. NETWORK REAL ESTATE and Logo.
3. All right, title and interest in and to the intellectual property rights
involved in NETWORK REAL ESTATE, INC.
Locations:
1. 6990 Highway 9, Felton, CA 95018
2. 13127 Highway 9, Boulder Creek, CA 95066
3. 2121 41st Avenue, Suite 102A, Capitola, CA 95010
4. 222 Reservation Road, Marina, CA 93933
5. The Villa Carmel, Suite 9, Carmel, CA 93921
6. 5450 Thornwood Drive, Ste. H, San Jose, CA 95123
7. 913 Willow Street, Suite 205, San Jose, CA 95125
8. 3550 Round Barn Blvd., Santa Rosa, CA 95403
9. 4980 Appian Way, #104, El Sobrante, CA 94803
10. 167 So. Auburn Street, Grass Valley, CA 95945
11. 3948 Highway 50, So. Lake Tahoe, CA 96150
12. 2161 Feather River Blvd., Oroville, CA 95965 - Closed
13. 1511 Treat Blvd., Suite 600, Walnut Creek CA 94598 (Relocation Center) Not
a sales office
14. 2121 41st Avenue, Suite 102B, Capitola, CA 95010 (Service Center)
Trademarks:
1. International Estates
Service Mark Reg. No. 037769
Date of Registration: 11/15/90
Expires: 11/15/00
2. Network Real Estate and Logo
(14) DEPARTMENT OF REAL ESTATE APPROVAL
Each party shall be responsible to obtain all necessary Department of Real
Estate approval for the transfer of any licenses and trademarks by either
corporation and each party warrants that any transfer shall be proper and
valid according to the laws of the State of California.
(15) DEFAULT
In the event of default by H.I., N.R.E. agrees to provide H.I. with a 10 day
notice.
(16) EXECUTION
This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which shall together constitute one and the same
document. It shall not be necessary, in making, proof of this Agreement, to
produce or account for more than one counterpart.
READ AND APPROVED:
HOMELIFE, INC.
/s/ Andrew Cimerman
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Andrew Cimerman, CEO Date
Chairman of the Board
NETWORK REAL ESTATE, INC.
/s/ Lee J. Dana
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Lee J. Dana , CEO Date
Chairman of the Board
ADDENDUM
This Addendum is attached to and is a part of that certain Agreement for
Purchase of Network Real Estate, Inc. Licensing Agreements and Trademarks
dated July 12, 1997, (the "Agreement").
Notwithstanding anything to the contrary contained in the Agreement, the
parties, HOMELIFE, INC. and NETWORK REAL ESTATE, INC., agree that the
officers, managers, directors, and stockholders of both HOMELIFE, INC. and
NETWORK REAL ESTATE, INC. will not compete with the business of HOMELIFE, INC.
or NETWORK REAL ESTATE, INC. for a period of eighteen (18) months.
HOMELIFE, INC., NETWORK REAL ESTATE, INC.,
a Nevada corporation a California Corporation
By: /s/ Andrew Cimerman By: /s/ Lee J. Dana
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Andrew Cimerman, C.E.O. Date Lee J. Dana, C.E.O Date
UNSECURED PROMISSORY NOTE
$10,000.00 Orange County, California
August 21, 1997
FOR VALUE RECEIVED, HOMELIFE, INC., a Nevada corporation ("Maker"),
promises to pay to NETWORK REAL ESTATE, INC., a California corporation, or
order ("Holder"), the principal sum of Ten Thousand and NO/100 Dollars
($10,000.00), with interest thereon following default at the rate of
eight-percent (8%) per annum until paid.
1. PAYMENTS. Payment of the principal shall be due and payable on
October 25, 1997. All payments shall be made without setoff, deduction, or
counterclaim of any kind whatsoever. Principal and interest shall be due and
payable in lawful money of the United States of America.
2. WAIVER OF PRESENTMENT, NOTICE OF DISHONOR, AND PROTEST. Presentment,
notice or dishonor, and protest are waived by all makers, sureties,
guarantors, and endorsers of this Note.
3. FORBEARANCE NOT A WAIVER. No delay or omission on the pail of Holder
in exercising any rights under this Note or under the Security Agreement or
any other security agreement given to secure this Note, on default by Maker,
shall operate as a waiver of such right or of any other right under this Note
or other agreements, for the same default or any other default. Maker and any
sureties, guarantors, and endorsers of this Note consent to all extensions
without notice for any period or periods of time and to the acceptance of
partial payments before or after maturity, and to the acceptance, release,
and substitution of security, all without prejudice to Holder. Holder shall
similarly have the right to deal in anyway, at any time, with one or more of
the foregoing parties without notice to any other party, and to grant any
such party any extensions of time for payment of any of the indebtedness, or
to grant any other indulgences or forbearances whatsoever, without notice to
any other party and without in any way affecting the personal liability of
any such party.
4. SUCCESSORS AND ASSIGNS. This Note and all of the covenants,
promises, and agreements contained in it shall be binding on and inure to the
benefit of the respective legal and personal representatives, devisees,
heirs, successors, and assigns of Maker and Holder.
5. MODIFICATION. This Note may be modified or amended only by an
agreement in writing signed by the party against whom the agreement is sought
to be enforced.
6. APPLICABLE Law. This Note will be governed by and construed in
accordance with California law.
7. ATTORNEYS' FEES. Maker agrees to pay the following costs, expenses,
and attorneys' fees paid or incurred by Holder, or adjudged by a court:
Reasonable costs of collection, costs, and expenses, and attorneys' fees paid
or incurred in connection with the collection or enforcement of this Note,
whether or not suit is filed. In the event of any legal, equitable or
administrative action or proceeding brought by either party against the other
party under this Note, the prevailing party shall be entitled to recover the
reasonable fees of its attorneys and any costs incurred in such action or
proceeding including costs of appeal, if any, in such amount that the court
or administrative body having jurisdiction over such action may award.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.
HOMELIFE, INC.,
a Nevada corporation
By: Andrew Cimerman
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ASSIGNMENT OF INTANGIBLE PROPERTY
This ASSIGNMENT OF INTANGIBLE PROPERTY ("Assignment") is made on
August 21, 1997, by NETWORK REAL ESTATE, INC., a California corporation
("Transferor"), in favor of HOMELIFE, INC. a Nevada corporation
("Transferee").
For value received, the receipt and sufficiency of which are hereby
acknowledged, Transferor hereby sells, assigns, transfers, conveys and
delivers to Transferee, absolutely and not as security, all of his present
and future right, title and interest in and to the following intangible
personal property (collectively, the "Personal Property"):
To the extent that they are assignable or transferable, any and all
formulas, know-how, trade secrets, proprietary, product registrations,
franchises, trademarks, trade names, copyrights, service marks, other trade
rights and other intangible assets, together with all rights to and
applications, licenses and franchises for, any of the foregoing, relating
to the production, manufacture and distribution of absorbent materials and
products, including, without limitation, those listed on attached
Schedule "A," incorporated herein by this reference.
Transferor represents and warrants that Transferor has good and
marketable title to the Personal Property free and clear of all mortgages,
security interests, pledges, conditions, liens and encumbrances of any
nature. Transferor covenants, at Transferor's sole cost and expense, to
defend Transferee's title to the Personal Property against all claims and
demands of all persons or entities whomsoever which may have accrued as of
the date of this Assignment other than those stated above.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PERSONAL PROPERTY IS BEING
CONVEYED HEREUNDER "AS IS" AND "WHERE IS" AS OF THE DATE OF THIS ASSIGNMENT,
WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER.
Transferor will, upon request from Transferee, without further
consideration, execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered all such further documents necessary or proper to
effect the sale, assignment, transfer, conveyance and delivery of the
Personal Property to Transferee.
"TRANSFEROR"
NETWORK REAL ESTATE, INC.
By:
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