AGREEMENT
THIS AGREEMENT, effective on the date of the last signature
hereto by and between:
ROANOKE TECHNOLOGY CORP, a Florida corporation with its principal
place of
business at 1433 Georgia Avenue. Roanoke Rapids, NC 17870
(hereinafter "ROANOKE")
- -and-
INTERNET BUSINESS'S INTERNATIONAL, a Nevada corporation with its
principal place of business at 3900 Birch Street, Suite111, Newport Beach,
California 92660 (hereinafter "IBI").
- -and-
GLOBAL GPP CORP., a North Carolina corporation with its principal
place of business at 1433 Georgia A venue, Roanoke Rapids, NC
27870 (hereinafter "Global").
Witnesseth:
WHEREAS, ROANOKE presently owns 100 shares which represents 100%
of the issued and outstanding common stock of Global GPP Corp., a
North Carolina corporation ("Global"). Global has created a web
site and has a written agreement from IBM Hungary to market such
web site bundled with subsidized IBM web site development.
WHEREAS, IBI has the ability to finance and manage the marketing
of the Global web site with IBM on a worldwide basis.
WHEREAS, ROANOKE desires to sell to IBI, and IBI desires to
purchase from Roanoke 80% of Global on the following terms and
conditions.
NOW, THEREFORE, ROANOKE and IBI, intending to be legally bound
hereby, and in consideration of the mutual covenants contained
herein agree as follows.
1. ROANOKE hereby agrees to sell to IBI, and IBJ agrees to
purchase from ROANOKE 80 shares, which represents 80% of Global.
The consideration for 80% of Global will be $500,000.00, which
will be disbursed as follows: * .
2. ROANOKE shall have the responsibility of managing the Global
web site, any and all web site modifications, the sever housing
the web site, all necessary and required connections to the
Internet and the power for operating the web site. Global agrees
to reimburse ROANOKE for such services at industry standard
rates, which rates must be approved by IBI.
3. IBI hereby agrees to purchase IBM hardware, software and
services from the IBM Solutions Provider in Hungary,
specifically, Haitec Magyarorszagi Kft ("Haitec") For purposes of
purchasing the equipment, software and services, IBI shall be
responsible for providing the required Letter of Credit to Haitec
in the principal amount of no less than $ * within 3 business
days from the date of this Agreement. Full payment of such
hardware, software, and services shall be based on the terms and
conditions of the purchase from Haitec, which shall be mutually
agreed to by ROANOKE and IBI.
4. IBI shall provide Global with $ * of capital for the web
site. $ * shall be available within 3 days of the full execution
of this Agreement. The balance of $ * shall be provided by IBI
based on Schedule A, attached hereto and made a part hereof.
5. Global shall be required to undertake equity and debt
financing to expand the web site all items related thereto to
meet the goals set forth on Schedule B, attached hereto and made
a part hereof.
6. All statements contained in this Agreement shall be deemed
the representations and warranties of the party making said
statements. The representations and warranties and covenants of
the parties contained in this Agreement or in any writhing
delivered pursuant to the provisions of this Agreement shall
survive the consummation of the transactions contemplated hereby.
7. ROANOKE and IBI agree that to the extent any provisions of
this Agreement are held, found or deemed to be unenforceable,
such provision shall be modified by any court of competent
jurisdiction to the extent necessary in order that any such
provision shall] be legally enforceable to the fullest extent
permitted by applicable law. If any provision of this Agreement
shall be held unenforceable to any extent, such provision (except
to such extent) and each of the other provisions hereof shall
nevertheless continue to be binding upon the parties in
accordance with its terms.
8. In the event that a party hereto must resort to legal action
in order to enforce any provision of this Agreement or portion
thereof, or must defend such suit, the prevailing party shall be
entitled to receive reimbursement from the non-prevailing party
for all reasonable attorneys' fees and all other reasonable costs
incurred in commencing or defending such suit.
9. This Agreement embodies the entire understanding between the
parties. Any prior agreement among the parties is merged herein.
No amendment, waiver, modification or other discharge of the
terms of this Agreement shall be valid unless made in writing,
executed with the same formalities of this Agreement, specifying
such change, modification, waiver or cancellation and signed by
all parties.
10. A waiver at any time of compliance with any of the terms and
conditions of this Agreement shall not be deemed or construed as
a modification, cancellation or waiver of those terms and
conditions, or as a further or continuing waiver of any such
condition, or waiver of any prior or subsequent breach of the
terms and conditions of this Agreement, unless expressly so
stated in writing.
11. All references herein to any individual, corporation or
other entity used in this Agreement, and the pronouns and verbs
corresponding thereto, shall be construed in the masculine or the
feminine, and/or neuter, as the case may be; singular or plural,
which ever construction is consistent with the facts prevailing
at any given time. The terms "ROANOKE" and "IBI" shall include
such parties' respective employees and agents.
12. The parties hereto agree to execute any further
instruments and shall perform any acts which are or may become
necessary to effectuate the terms of this Agreement.
13. All notices required or permitted to be given hereunder shall
be in writing and delivered personally or by a recognized
overnight courier service at the addresses set forth in the
preamble to this Agreement. Any party may, by notice, designate a
new address for notices to it. A party's attorney may send notice
on such party's behalf.
14. This Agreement may be executed in several counterparts, and
each counterpart hearing the signature of all parties hereto
shall be deemed a binding original copy of this Agreement, and
all of which shall be considered one and the same agreement.
15. This Agreement shall be construed and interpreted in
accordance with the laws of the Stale of North Carolina,
provided, however, that the conflicts of law principles of the
State of North Carolina shall not apply to the extent they would
operate to apply the laws of another state. The parties
acknowledge that because of the unique character of this
Agreement, the other may irreparably be banned in the event that
this Agreement is not specifically enforced. Accordingly, should
any dispute arise concerning this Agreement, either party may be
entitled to injunctive relief by a Court of Competent
Jurisdiction. Such remedy shall, however, be cumulative and not
exclusive, and shall be in addition to any other remedies, which
the parties may have.
16. The parties hereto acknowledge and agree that they have read
this Agreement in its entirety and that the terms hereof are
fair, adequate and just. The parties hereto acknowledge that they
have had the right and opportunity to review this Agreement by
independent legal counsel of their choice and their signatures,
affixed hereto, indicate their acceptance of the terms and
conditions hereof as their voluntary acts and deeds.
Dated. March 21, 2000
ROANOKE TECHNOLOGY CORP.
By: /s/ David L. Smith, Jr.
David L. Smith, Jr., President
ATTEST:
By: /s/ Edwin E. Foster, Jr.
Edwin E. Foster, Jr., Secretary
INTERNATIONAL BUSINESS'S INTERNATIONAL, INC.
By: /s/ Louis Cherry
Louis Cherry, President
ATTEST:
By: /s/ Albert Reda
Albert Reda, Secretary
GLOBAL GPP CORP.
By: /s/ David L. Smith, Jr.
David L. Smith, Jr., President
ATTEST:
By: /s/ Edwin E. Foster, Jr.
Edwin E. Foster, Secretary