EXHIBIT 10.13
ASSET PURCHASE AGREEMENT BY AND BETWEEN
FAMILY LIFE REALTY SERVICES, INC. AND
CREDITON, INC. DATED APRIL 13, 1998
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT dated April 13, 1998, between FamilyLife Realty
Services, Inc., a Michigan corporation ("Seller"), and Crediton Inc., a
Provincial Ontario corporation ("Buyer").
PRELIMINARY STATEMENT
Seller is a franchisor selling master regional franchises and real
estate franchises under various names, including "National Real Estate
Service". Seller presently has under contract a Master Franchisee (National
Real Estate Services headquartered in Schaumburg, Illinois) which has a
particular territory which includes portions of Illinois, Wisconsin and
Indiana. This particular Master Franchisee has voiced complaints regarding
Seller's level of service and marketing materials and has demanded
confidential information that Seller is not required (nor does Seller desire)
to disclose to this Master Franchisee. Seller wishes to avoid any disputes
and desires to sell all rights and interests to this Master Franchisee
(hereafter "National") to Buyer. Buyer is a skilled buyer of assets and
intends to buy for its own undisclosed purposes as an investment. Buyer will
purchase all rights of and obligations of Seller as to this Master Franchisee
and this particular region.
NOW THEREFORE, in consideration of the mutual benefits to be derived from
this Agreement, the parties represent, warrant, and agree as follows:
1. PURCHASE AND SALE. At Closing, Seller will sell and assign all right,
title, and interest of Seller in and to the following assets of Seller:
"All Seller's rights under existing franchise agreements related to the
Master Franchise Agreement between it and National Real Estate Services of
Schaumburg, IL".
Buyer agrees to accept much assets and agrees to assume Seller's obligations
under these franchise agreements. Copies of all applicable franchise
agreements are attached hereto for inspection and incorporated herein by
reference (hereafter collectively, the "Contracts").
2. LICENSE- Seller will license to Buyer for $1.00 CDN access to its
proprietary computer software and hardware for the purposes of continuing the
Virtual Reality computer program for National for a period of up to six
months following the Closing, so long as National agrees to a mutual release
and waiver of liabilities so as to remove the cloud of litigation.
3. ASSUMPTION OF LIABILITIES. Except as hereinafter expressly provided,
Buyer shall assume no liabilities or obligations related to the Assets or the
Business, it being expressly acknowledged and agreed by the parties that all
such liabilities and obligations. shall be and remain Seller's liabilities
and obligations. Notwithstanding the foregoing, Buyer agrees to assume at the
Closing, Seller's obligations under and in accordance with the Contracts
which arise on or after the Closing Date (collectively, the "Assumed
Liabilities"). Nothing in this Agreement or otherwise shall preclude Buyer
from contesting in good faith the terms of the Assumed Liabilities or any
rights it has under the Contracts.
4. PURCHASE PRICE. The purchase price for the Assets shall consist of a
Promissory Note with a face value of $200,000 payable upon demand at any
time following one year from the date of this Agreement, and having a stated
interest rate. of three percent (3 %) per annum, interest payable monthly on
the 15th day of the month, in arrears.
5. THE CLOSING The closing of the transactions contemplated by this
Agreement (the "Closing") shall occur at such place as Seller shall designate
in writing, The Closing shall take place on or before May 14, 1998 or this
Agreement shall become null and void.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first written above.
Buyer: Crediton Inc.
By: /s/ Mei W. Tsui
-------------------------------
Name: Mei W. Tsui
Its: President
Seller: FamilyLife Realty Services, Inc.
By: /s/ Andrew W. Cimerman
-------------------------------
Name: Andrew Cimerman
Its: Chairman
LICENSE AGREEMENT
This License Agreement ("Agreement") is made effective as of April 13th, 1998
by and HomeLife Inc. ("HMLF") of 4100 Newport Place, Suite 730, Newport
Beach, California, USA 92660 and Crediton, Inc. ("Crediton") of 939 Lawrence
Avenue, East, PO #47596, Don Mills, Ontario, Canada M3C 3S7.
In the Agreement, the party who is granting the right to use the
licensed property will be referred to as "HMLF", and the party who is
receiving the right to use the licensed property will be referred to as
The parties agree as follows:
1. GRANT OF LICENSE. HMLF owns use of HomeLife's computer system and
software, specifically the Virtual Assistant program and related and
integrated software ("Virtual Assistant software and related"). In
accordance with this Agreement, HMLF grants Crediton a time-limited
non-exclusive license to use the Virtual Assistant software and related. HMLF
retains all title to and all title to and ownership of the Virtual Assistant
software and related.
2. PAYMENT OF ROYALTY. Crediton will pay to HMLF a royalty fee which
shall be calculated as follows: One dollar ($1.00 CDN) for a six month term
ending six months from the date of this Agreement, and expressly subject to
the condition that a mutual release of past contractual liability be executed
between HMLF and National Real Estate Service, a Master Franchisee which has
been sold by HMLF to Crediton. The royalty fee shall be paid at the time of
the signing of this Agreement.
3. MODIFICATIONS. Crediton may not modify or change the Virtual
Assistant software and related in any manner, and maintains a simple access
to and use right in the software and related.
4. DEFAULTS. If Crediton fails to abide by the obligations of this
Agreement, including the refusal of National Real Estate Service to provide a
mutually acceptable contractual release of liability, HMLF shall have the
option to cancel this Agreement by providing five (5) days written notice to
Crediton. Crediton shall have the option of preventing the termination of
this Agreement by taking corrective action that cures the default, if this is
possible.
5. ARBITRATION. All disputes under this Agreement that cannot be
resolved by the parties shall have be submitted to arbitration under the
rules and regulations of the American Arbitration Association in a
California forum. Either party may invoke this paragraph after providing 30
days written notice to other party. All costs of arbitration shall be
divided equally between the parties, without regard to which party prevails.
Any award may be enforced by a Court of law.
6. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors
of the parties. Neither party shall have the right to assign its interests
in this Agreement to any other party, unless the prior written consent of the
other party is obtained.
7. TERMINATION. This Agreement may be terminated by either parry by
providing thirty (30) days written notice to the other party. In any event,
this Agreement shall terminate automatically six months after the date first
above written.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
9. AMENDMENT. This Agreement may be modified or amended, only if the
amendment is made in writing and is signed by both parties.
10. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this
Agreement invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the
Province of Ontario, Canada. Venue is agreed upon as Toronto, Canada.
Licensor
HomeLife Inc. ("HMLF")
By: /s/ Andrew Cimerman
----------------------------
Name: Andrew Cimerman
Title: Chairman of the Board
Licensee:
Crediton Inc.("Crediton")
By: /s/ Mei W. Tsui
----------------------------
Name: Mei W. Tsui
Title: President
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned promises to pay to FamilyLife Realty
Services, Inc., a Michigan corporation, the amount of Two Hundred Thousand
($200,000) Dollars in U.S. Funds. The terms of this note are as follows:
(i) This note is delivered pursuant to the terms of a certain Asset
Purchase Agreement made as of the 1st day of April, 1998.
(ii) The note is payable upon demand at any time following one year from
the date of this Agreement, and having a stated interest of three percent
(3%) per annum, interest payable monthly on the 15th day of the month, in
arrears.
DATED the 13th day of April, 1998.
Crediton Inc.
By: /s/ Mei W. Tsui
-------------------------
Name: Mei W. Tsui, President