AGREEMENT
Internet 2xtreme, a Partnership ("Seller"), and Internet Business
International, Inc., a Corporation ("Buyer"), agree as follows:
1. Sale and Purchase. Seller agrees to sell, convey and transfer
to Buyer and Buyer agrees to purchase and assume from Seller the,
property hereafter described for the purchase price and upon and
subject to the terms and conditions hereafter set forth. The sale
of the property is entire and inseverable and Buyer shall have no
obligation to purchase any of the property unless all assets of
the classes and character described below shall be simultaneously
sold.
2. Property. The assets to be sold and purchased (the "property") are:
Certain assets used by Seller in connection with its business
consisting of its customer base and accounts, equipment, three
(3) equipment leases (Dimension Funding, Dell Direct Lease, and
Livingston Capitol Corp. (the "Leases"); the real property lease
for the location at 1059 Court Street, Suite 123, Woodland,
California (the "realty lease"); and the goodwill of the
business, including all customer lists.
3. Purchase Price. The purchase price for the property shall be
the sum of SEVEN HUNDRED THIRTY PIVE THOUSAND DOLLARS
($735,000.00). The purchase price is based on Seller having 4800
customers at the closing ("Customer Base"). If the Customer Base
is less than 4800, the purchase price shall be reduced by an
amount equal to the product obtained by multiplying the sum of
$153.13 times the difference between the actual Customer Base and
4800.
4. Payment of Purchase Price. The purchase price shall be payable
by Buyer's debt assumption and/or debt satisfaction as set forth
in paragraph 5 hereof, by a payment in cash at the closing in an
amount equal to $17,635.00, and by the issuance of a sufficient
number of unrestricted shares of common stock of Buyer as shall
equal the sum of $186,883.66, determined as of the close of
business preceding the closing date (the "Shares").
5. Assumption and/ or Satisfaction of Liabilities. Buyer
shall assume and/or satisfy the following liabilities and
obligations of the business and Seller: (i) the Leases; (ii) all
accounts payable; (iii) RTI commission of $49,000.00; (iv) note
payable - H.D. Kicklighter; (v) Dianro Mktg. Design; and (vi)loan
payable - Bank of Lodi.
The approximate owned for each item above is as follow:
ITEM NO. ESTIMATED LIABILITY
(i) $ 37,476.09
(ii) 69,958.14
(iii) 49,000.00
(iv) 100,000.00
(v) 8,229.00
(vi) 240,682.11
plus delinquency
of $25,136.00
Items No. (iii), No. (iv), No. (v), and the $25,136.00
representing the delinquency in item No.(vi) shall be paid in
cash at the closing by a deposit to a joint account where the
consent of both Seller and Buyer shall be required for any
disbursement. These accounts shall be paid in full within ten
(10) days after the closing unless Buyer can negotiate a lesser
pay-off, in which case the lesser amount shall be paid from the
joint account.
6. Closing.
6.1. The transaction shall be closed and possession and of the
property shall be given to Buyer at a closing to be held at the
office of Seller, on March 6, , 2000, or on such other date as
the parties may agree, which date, however determined, is hereby
called the "closing date".
6.2. At the closing;
(a) Seller shall deliver to Buyer all documents and instruments
necessary to carry out the terms and provisions of this Agreement
aid to effectuate the purpose of the transaction.
(b) Buyer shall pay to Seller the cash portion of the
purchase price in negotiable funds, and shall deliver to Seller a
share certificate representing the Shares, and all other
instruments as shall be necessary to fulfill the obligations of
Buyer hereunder which are herein provided to be fulfilled on the
closing date. The parties agree that one twelfth (1/12) of the
shares may be sold each month beginning 60 days after the
closing. All of the shares may be sold one (1) year after the
date of the closing ("Anniversary Date"). After the shares have
been sold by Seller, if the total amount realized by Seller from
the sale of the Shares exceeds the value closing date, Seller
shall pay the excess to Buyer; if total amount realized is less
than the value at the closing, Buyer shall pay Seller the
difference. The excess or the difference, as the cash may be,
shall be paid by the responsible party within three (3) business
days after the last sale. Seller warrants that all taxes shall be
current at the closing.
6.3. Unless otherwise provided herein, all such instruments so
delivered shall be dated the closing date and be satisfactory as
to form and content to each party and its respective counsel.
7. Status. Buyer represents that Buyer is in good standing
under the laws of the state of its incorporation.
8. Conditions. This Agreement, its performance, and the transfer
and conveyance contemplated herein are expressly contingent upon
and subject to the Bank of Lodi consenting to assumption of its
debt by Buyer and the lessors under the Leases consenting to the
assignment and assumption by Buyer.
9. Other Covenants and Agreements.
9.1. Buyer agrees to pay and discharge and to save and
protect Seller free and harmless from all liabilities and
obligations to be assumed by Buyer pursuant to this Agreement and
those which shall arise from the conduct of the business from and
after the closing date.
9.2. The parties waive compliance with the provisions of the
California Bulk Sales Law.
10. Miscellaneous.
10.1. Entire Agreement. This document constitutes the entire
agreement between the parties, all oral agreements being merged
herein, and supersedes all prior representations. There are no
representations, agreements, arrangements, or understandings,
oral or written, between or among the parties relating to the
subject matter of this Agreement that are not fully expressed
herein.
10.2. Survival of Representations. All representations,
warranties, covenants, and agreements of the parties contained in
this Agreement, or, in any instrument, certificate, opinion, or
other writing provided for in it, shall survive the closing.
10.3. Amendment. The provisions of this Agreement may be
modified at any time by agreement of the parties. Any such
agreement hereafter made shall be ineffective to modify this
Agreement in any respect unless in writing and signed by the
parties against whom enforcement of the modification or discharge
is sought.
10.4. Waiver. Any of the terms or conditions of this
Agreement may be waived at any time by the party entitled to the
benefit thereof, but no such waiver shall affect or impair the
right of the waiving party to require observance, performance, or
satisfaction either of that term or condition as it applies on a
subsequent occasion or of any the terms or conditions hereof.
10.5. Succession. Subject to the provisions otherwise
contained in this Agreement, this Agreement shall inure to the
benefit of and be binding on the successors and assigns of the
respective parties hereto.
10.6. Parties in Interest. Nothing in this Agreement, whether
express or implied, is intended to confer any rights or remedies
under or b reason of this Agreement on any persons other assigns,
nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any
party to this Agreement, nor shall any provision give any third
persons any right of subrogation or action over against any party
to this Agreement.
10.7. Specific Performance. Each party's obligations under
this Agreement are unique. The parties each acknowledge that, if
any party should default in performance of the duties and
obligations imposed by this Agreement, it would be extremely
impracticable to measure the resulting damages. Accordingly, the
nondefaulting party, in addition to any other available rights or
remedies, may sue in equity for specific performance, and the
parties each expressly waive the defense that a remedy in damages
will be adequate.
10.8. Notices. Any notice under this Agreement shall be in
writing, and any written notice or other document shall be deemed
to have been duly given on the date of personal service on the
parties or on the third (3rd) business day after mailing, if the
document is mailed by registered or certified mail addressed to
the parties at the addresses set forth below or at the most
recent address specified by the addressee through written notice
under this provision. Failure to conform to the requirement that
mailings be done by registered or certified mail shall not
defeat the effectiveness of notice actually received by the addressee.
10.9. Attorneys' Fees, Prejudgment, Interest. If the services of
an attorney are required by any party to secure the performance
hereof or otherwise upon the breach or default of another patty,
or if any judicial remedy or arbitration is necessary enforce or
interpret any provision of this Agreement or the rights and
duties of any person in relation thereto, the prevailing party
shall be entitled to reasonable attorneys' fees, costs, and other
expenses, in addition to any other relief to which he may be
entitled. Any award of damages following judicial remedy or
arbitration as a result of the breach of this Agreement or any of
its provisions shall include an award of prejudgment interest
from the date of the breach at the maximum amount of interest
allowed by law.
10.10. Counterparts. This Agreement may be executed in any number
of counterparts with the same effect as if the parties had all
signed the same document. All counterparts shall be construed
together and shall constitute one agreement.
10.11. Captions. All paragraph captions are for reference only
and shall not be considered in construing this Agreement.
10.12. Severabilty. If any provision of this Agreement is held by
a court of competent jurisdiction to be invalid or unenforceable,
the remainder of the Agreement shall continue in full force and
effect and shall in no way be impaired or invalidated.
10.13. Governing Law. The rights and obligations of the parties
and the interpretation and performance of this Agreement shall be
governed by he law of California, excluding its conflict of laws
rules.
10.14. Time. Time is of the essence of this Agreement.
10.15. Gender and Number. As used in this Agreement, the
masculine, feminine, or neuter gender, and the singular or plural
number, shall each be deemed to include the others whenever the
context so indicates.
10.16. Cumulative Remedies. No remedy or election hereunder shall
be deemed exclusive but shall whenever possible be cumulative
with all other remedies at law or in equity.
DATED: March 6, 2000.
INTERNET 2EXTREME
By: /s/ Kathryn Kickligther
Kathryn Kickligther
Managing Partner
Address: 1059 Court Street #123
Woodland, CA 95695
INTERNET BUSINESS INTERNATIONAL, INC.
By: /s/ Albert Reda
Albert Reda, Chief Executive Officer
Address: 3900 Birch Street, Suite 113
Newport Beach, CA 92660
ADDENDUM TO PARAGRAPH 6.2(b)
On the fifteenth (15th) day after the end of the fourteenth
(14th) month from date of close, the Seller is to return to the
Buyer the net proceeds received by the Seller from the sale of
the Shares that exceed $186,883.66 ("Excess Funds").
If the Seller is unable to return the Excess Funds for whatever
reason, the Seller will take over a portion of debt payable to
the Bank of Lodi equal to the amount of the Excess Funds not paid
to the Buyer.
DATED: March 6, 2000.
INTERNET 2EXTREME
By: /s/ Kathryn Kickligther
Kathryn Kickligther
Managing Partner
Address: 1059 Court Street #123
Woodland, CA 95695
INTERNET BUSINESS INTERNATIONAL, INC.
By: /s/ Albert Reda
Albert Reda, Chief Executive Officer
Address: 3900 Birch Street, Suite 113
Newport Beach, CA 92660
ADDENDUM NO. 2
Buyer will make a note payable note to Seller, attached as
Exhibit A. hereto, In the amount of principal balance of the loan
to Bank of Lodi. The principal amount of the Note will be reduced
by the principal amount of each payment made by Buyer to Bank of
Lodi.
ADDENDUM TO PARAGRAPH 5 2 (b) of the Agreement is hereby
waived by both parties.
Paragraph 4 of the Agreement, after the phrase "shall equal the
sum of $186,883.88", is amended to Insert the words "plus one
percent (1%) interest monthly on the principal balance due each
month after the sale of each block of stock." All other Parts of
this paragraph shall remain unchanged.
Paragraph 6.2 (b) of the Agreement is hereby amended to include
the following language after the sentence "The parties agree that
one twelfth (12th) of the shares may be sold each month. At
beginning 60 days after the closing." An soon as the total amount
realized firm the sale of the stock by Seller is sufficient to
pay the entire amount plus interest due Seller, the remainder of
the stock held hereunder shall be returned to Buyer. All other
parts of this paragraph shall remain unchanged.
Seller hereby waives compliance with paragraph 5 of the Agreement
and performance thereunder is not required by buyer as a
condition of closing.
Buyer, will submit a letter to Bank of Lodi informing the bank
that Buyer is purchasing Internet 2xtreme from Seller, and that
Buyer will henceforth, be responsible for the payments on the
loan in Sellers name to Bank of Lodi.
The Closing date set forth in paragraph 6. 11 is amended to
close on March 13, 2000, concurrently with execution of ADDENDUM
NO. 2. For the purposes of bookkeeping, the amounts and figures
stated in the Agreement dated March 6, 2000 will prevail.
Seller hereby convoys title to all of the property identified in
the Agreement on this date. Seller will advise all customers of
the transfer of title and cooperate in the transfer of all
assets.
DATED: March 13, 2000.
INTERNET 2EXTREME
By: /s/ Kathryn Kickligther
Kathryn Kickligther
Managing Partner
Address: 1059 Court Street #123
Woodland, CA 95695
INTERNET BUSINESS INTERNATIONAL, INC.
By: /s/ Albert Reda
Albert Reda, Chief Executive Officer
Address: 3900 Birch Street, Suite 113
Newport Beach, CA 92660