FIRST CYPRESS TECHNOLOGIES, INC.
A Nevada Corporation
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October 5, 1999
MR. LANCE MORGAN
Lance Morginn /s/ LM 3245 East 16th Ave
Vancouver BC
V5M 2M8
Dear Sir:
Re: FIRST CYPRESS TECHNOLOGIES, INC. (the "Company")
- - Offer by the Company to Lance Morgan (the "Seller") to
acquire Engine Max Lance Morginn /s/ LM
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We write to set out the offer of the Company to acquire all of the
assets, technology, property and undertaking comprising the "Engine
Max" computer software and Internet business carried on by the Seller
(the "Business").
This offer is on the terms and is subject to the conditions set forth
in this letter. If this offer is acceptable, we ask that you indicate
your agreement by signing this letter where indicated below and
returning an executed copy to us. This offer is open for acceptance
until 4:00 p.m. (Pacific Time) on October 8, 1999 (the "Expiry
Time"), at which time this offer will terminate unless accepted in
writing.
The Company's offer is as follows:
1. Offer to Purchase
The Company offers to purchase from the Sellers all of the assets,
property and undertaking of the Business as a going concern,
including the "Engine Max" software in its current stage of
development and all of the assets, technology, property and rights
comprising and used in the conduct and operation of the "Engine Max"
software and the Business (together, the "Assets") on the terms and
subject to the conditions set forth in this offer. It is agreed that
the Assets will include, without limitation:
(A) all data, source code, object code, drawings, and software
comprising the "Engine Max" software in its current stage
of development and the Business and all copyright, patents,
trademarks, proprietary information, trade secrets and
intellectual property relating to the Assets and the
Business;
(B) the goodwill of the Business, together with the exclusive
right to the Companh to represent itself as carrying on the
Business in continuation of and in succession to the Seller
and the right to use any word indicating that the
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Business is so carried on, including the right to use the name
"Engine Max", or any variation thereof as part of the name
of or in connection with the Business or any part thereof
carried on or to be carried on by the Company;
(C) the "enginemax.com" URL Internet address and web site;
(D) the benefit of all contracts, engagements or commitments to
which the Seller is entitled in connection with the
Business provided that the contracts, leases, engagements
or commitments were entered into by the Seller in the usual
and ordinary course of business;
(E) all licences, consents, permits, authorities, certificates
and registrations which are required, necessary of
desirable for the operation of the Business;
(F) all intangible property of the Seller used in connection
with the Business and comprising the Assets, including all
trademarks, trade names, moral rights and copyrights;
(G) all confidential information and trade secrets of the
Seller used in connection with the Business, including all
programming code, source code, data, information, drawings,
and know-how.
The Company will purchase and the Seller will sell the Business and
the Assets free and clear of all mortgages, liens, charges, security
interests and encumbrances of every kind and nature whatsoever.
2. Payment for the Assets
The Company will pay to the Seller a purchase price of $15,000 US
(the "Purchase Price") in consideration for the transfer of the
Assets and the Business by the Seller to the Company, subject to the
terms and conditions of this Agreement.
3. Closing Date
The closing of the purchase and sale of the Business and the Assets
will complete forthwith upon acceptance of this offer by the Seller
(the "Closing").
4. Representations and Warranties of the Seller
The Company's purchase will be based on the representations and
warranties by the Seller, each of which will survive closing, that:
(A) The Seller owns, possesses and has good and marketable
title to the Business and the Assets free and clear of any
and all mortgages, liens, pledges, charges, security
interests, encumbrances, actions, claims or demands of any
nature whatsoever or howsoever arising;
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(B) The Seller is the registered owner of the "enginemax.com"
URL internet location (the "Web Site") and has not received
notice from any other party claiming an interest in the Web
Site or claiming that the Seller has no right to use the
Web Site;
(C) The Seller has in place all agreements necessary for the
conduct of the Business in the manner carried on as of the
date of this Agreement and the hosting of the Web Site;
(D) No person, firm or corporation has any agreement or option
or any right or privilege (whether by law, pre-emptive or
contractual) capable of becoming an agreement or option for
the purchase of the Business and the Assets or any interest
in the Business and the Assets;
(E) No other person, firm or corporation other than the Seller
owns or has any legal or beneficial interest in any of the
Business and the Assets or has any rights, including any
moral rights, copyright, trademark or any other
intellectual property rights, in the Business or any of the
Assets;
(F) The Seller does not have any outstanding material
agreements (including employment agreements) contracts or
commitment, whether written or oral, of any nature or kind
whatsoever, with respect to the ownership of the Assets or
the conduct of the Business, except material agreements
which are in the ordinary course of the Business;
(G) there are no actions, suits or proceedings pending or
threatened against or affecting the Assets or the Business
and teh Seller is not aware of any existing ground on which
any such action, suit or proceeding might be commenced with
any reasonable likelihood of success;
(H) the Seller is the owner all intellectual property,
including patents, trademarks, copyrights and confidential
information, comprising the Assets and as required for the
conduct of the Business. The Seller is not aware of any
infringement or claimed infringement of the intellectual
property comprising the Assets and used in connection with
the Business by any other person, firm or corporation.
5. Conditions Precedent to Closing
The Company's obligation to complete the purchase of the Business and
the Assets is subject to each of the following conditions:
(A) all representations and warranties of the Seller will be
true and correct in all material respects on Closing;
(B) the Seller will have made the deliveries contemplated in
this offer on the Closing;
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Each of the above conditions precedent is for the sole benefit of the
Company and may be waived by the Company. In the event that any of
the above conditions has not been satisfied at the Closing, the
Company may elect to terminate this Agreement and will have no
further liability to the Seller.
6,. Closing Deliveries
On Closing, the Seller will deliver to the Company:
(A) a general conveyance of the Assets and the Business and all
other deeds of conveyance, bills of sale, transfer and
assignments, duly executed, in form and content
satisfactory to the Company's solicitors, appropriate to
effectively vest good and marketable title to the Assets
and the Business free and clear of all encumbrances and
immediately registerable in all places where registration
of such instruments is necessary or desirable duly executed
transfers of the Business and the Assets to the Company,
duly endorsed for transfer to the Company;
(B) duly executed documents of transfer and waivers of moral
rights by any developer or programmer of the Business
reasonably required, in the opinion of the Company's
solicitors, to transfer title to the Business and the
Assets to the Company.
On Closing, the Company will deliver to the Seller payment in full of
the Purchase Price.
7. Acceptance
If the Seller wishes to accept this offer, the Seller must execute
this offer where indicated below and deliver a copy of the acceptance
to the Company by no later than 4:00 p.m. (Pacific Time) on October
8, 1999.
Yours truly,
FIRST CYPRESS TECHNOLOGIES, INC.
/s/ Robert Rosner
Per: ________________________
Robert Rosner, President
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This offer is accepted and agreed to this ____ day of October, 1999.
/s/Lance Morginn
________________________________
LANCE MORGAN
Lance Morginn /s/ LM