EXHIBIT 1O.1
AGREEMENT TO EXECUTE MANAGEMENT AGREEMENT
-----------------------------------------
AND OPTION TO PURCHASE
----------------------
THIS AGREEMENT TO EXECUTE MANAGEMENT AGREEMENT and OPTION TO PURCHASE
(Agreement) is entered into this 2nd day of July, 2002 by and between THE
INTERNET ADVISORY CORPORATION, a Utah corporation of 150 East 58 Street, New
York, New York10022 (Internet) and WORLDWIDE CONNECT, a Nevada corporation of
1470- N.W. 107th Avenue, Suite H, Miami, Florida 33143 (Worldwide), and LONNIE
DIVINE (Divine) of 2356 N.W. 49 Lane, Boca Raton, Florida, all sometimes
hereinafter referred to as the parties,
WHEREAS, Internet desires to retain Worldwide to manage operations at its
office located at Suite ST3, 2455 East Sunrise Boulevard, Fort Lauderdale,
Florida (Subject Premises), as set forth in the Addendum to Lease dated February
10, 1999 entered into between Internet and Spring Lake Partners (Lease), said
space being located on the ground floor of the International Building; and
WHEREAS, Worldwide desires to lease and acquire the assets of Internet.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the parties hereby agree as follows:
OPTION TO ACQUIRE ASSETS AND MANAGE SUBJECT PREMISES
- -----------------------------------------------------------
1. GRANT OF LEASE OF ASSETS WITH OPTION (OPTION).
Worldwide is hereby granted from Internet the Option to acquire the assets
more specifically identified on Exhibit 1 attached hereto, which assets are
being sold "as is", but free and clear of any claim, lien or encumbrance as of
the date of this Agreement, with the exception of any rights granted to Landlord
of the Subject Premises pursuant to the Lease with Landlord or pursuant to
Florida's Non Residential Landlord-Tenant Act. Subject to the terms and
conditions of this Agreement, Worldwide shall, in its capacity as manager of
Internet Advisory at the Subject Premises, have the right to utilize said
assets, however, it shall not have the right or authority to sell, transfer,
5
dispose, encumber, lien or in anyway, interfere with Internet Advisory Ownership
rights until title has transferred to Worldwide as set forth in this Agreement.
The parties shall execute a Management Agreement, a copy of which is attached
hereto as Exhibit 2.
2. CONSIDERATION FOR OPTION AND MANAGEMENT
-------------------------------------------
Worldwide shall pay to Internet twenty-four (24) payments, as an for the
right to acquire the assets and use said assets, set forth on Exhibit 1 and for
the right to retain all funds derived from the management of Internet Advisory
premises, in the following amounts and at the following times:
(A) Three (3) equal monthly payments commencing on July 1, 2002 of
$6,250.00 per month which Internet acknowledges it has received payment in said
amount for the first month under this Agreement. Worldwide shall pay on or
before the 20th of July the sum of $6,250.00, and on or before the 2oth day of
August the sum of $6,250.00, for the months of August and September.
(B) Worldwide shall pay the sum of $7,500.00 per month on or before the
20th day of each month, three (3) equal continuous payments on September 20th,
October 20th and November for the months of October through December, 2002.
(C) Worldwide shall pay to Internet the sum of $8,820.00 per month in
eighteen (18) continuous equal monthly payments the sum of $8,820.00 per month
on or before the day of each month commencing on or before December 20, 2002 and
continuing through May 20, 2004.
(D) In the event of the failure of Worldwide to remit any payment as
required herein, Worldwide shall be deemed in default and Internet shall, in
addition to any other available remedy set forth herein, be entitled, at its
option, to accelerate any and all remaining payments through July 2003, which
shall become immediately due and payable to Internet. Divine and Worldwide will
execute a Promissory Note, a copy of which is attached as Exhibit 3.
(E) Internet agrees that it shall pay to the Landlord rent and the
additional security deposit for the Subject Premises on a timely basis from the
payment made by Worldwide through the
6
expiration of the Lease on February 28, 2003 or unless sooner terminated or
canceled, whichever first occurs. Any difference between payment made by
Worldwide and Internet's payment to the Landlord shall be deemed consideration
toward the option to acquire the subject assets set forth in Exhibit 1, and
consideration for use of assets and management of the subject premises.
Subsequent to expiration of the lease, payment of all amounts due to Internet as
set forth herein shall be their sole property. Worldwide shall, at its option,
acquire title to said assets set forth on Exhibit 1, upon providing to Internet
five (5) days written notice of its intent to exercise the option to purchase so
long as it has made all payment hereunder assets as set forth in Exhibit 1 and
pay the agreed upon option price of $100.00.
3. Divine shall execute a mortgage on real property more specifically securing
payment to Internet, and further execute any and all documents necessary to
guarantee Worldwide's obligation to Internet. Divine agrees that the subject
real property is free of any claims, liens or encumbrances and that its has an
value of more than $200,000,00 and that he is empowered to pledge said property
for payment herein. (See Exhibit 4).
4. REPRESENTATIONS AND WARRANTIES BY INTERNET.
Internet represents and warrants to Worldwide as follows:
(a) Organization, Standing and Qualification. Internet is a corporation
duly organized, validly existing and in good standing under the laws of Utah; it
has all requisite corporate power and authority and is entitled to carry on its
business as now being conducted and to own, lease or operate its properties as
and in the places where such business is now conducted and such properties are
now owned, leased or operated.
(b) Execution, Delivery and Performance of Agreement; Authority. Neither
the execution, delivery nor performance of this Agreement by Internet will,
conflict with, result in a default, or create any liability, pursuant to any
legal or contractual requirement to which Internet is a party. Internet has
7
the full power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby. All proceedings required to be taken by
Internet to authorize the execution, delivery and performance of this Agreement
and the agreements relating hereto have been properly taken and this cement
constitutes a valid and binding obligation of Internet, enforceable against them
in accordance with its terms. However, Internet specifically represents that
this Agreement may be construed by the Landlord as an assignment or sub-let and
may require consent by the Landlord, and in said event, Internet and Worldwide
will cooperate with each other to obtain Landlord's consent, if necessary.
(c) Litigation. There is no claim, legal action, suit, arbitration,
governmental investigation or other legal or administrative proceeding, nor any
order, decree or judgment in progress, pending or in effect, threatened against
Internet, its assets or business or the transactions contemplated by this
Agreement, that would adversely affect this agreement.
(d) Title to Properties. Internet has good and marketable title to all the
properties and assets it set forth on Exhibit 1. None of these assets are
subject to any mortgage, pledge, lien, charge, security interest, encumbrance,
restriction, lease, license, easement, liability or adverse claim of any nature
whatsoever, direct or indirect, whether accrued, absolute, contingent or
otherwise, with the exception of any Landlord's lien as established by the Lease
or under Florida's Non-Residential Landlord-Tenant Act as previously stated
herein.
5. REPRESENTATIONS AND WARRANTIES BY WORLDWIDE.
Worldwide represents and warrants to Internet as follows:
(a) Organization. Worldwide is a corporation duly organized, validly existing
------------
and in good standing under the laws of Nevada, and has full corporate power and
authority to enter into this Agreement and the related agreements referred to
herein and to carry out the transactions contemplated by this Agreement and to
carry on its business as now being conducted and to own, lease or operate its
properties.
8
(b) Authorization and Approval of Agreement. All proceedings or corporate action
----------------------------------------
required to be taken by Worldwide relating to the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby shall
have been taken at or prior to the Closing.
(c) Execution, Delivery and Performance of Agreement. Neither the execution,
---------------------------------------------------
delivery nor performance of this Agreement by Worldwide will, conflict with,
result in a default to any provision of Worldwide's certificate of incorporation
or by-laws or agreement, order, judgment or decree to which Worldwide is a party
or by which it may be bound or affected. Worldwide has full power and authority
to enter into this Agreement and to carry out the transactions contemplated
hereby, all proceedings required to be taken by Worldwide to authorize the
execution, delivery and performance of this Agreement and the agreements
relating hereto, have been properly taken and this Agreement constitutes a valid
and binding obligation of Worldwide.
(d) Litigation. There is no legal action, suit, arbitration, governmental
-------------
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress, pending or in effect, or to the knowledge of Worldwide
threatened, against or relating to Worldwide in connection with or relating to
the transactions contemplated by this Agreement that would adversely affect this
Agreement, and Worldwide does not know or have any reason to be aware of any
basis for the same.
6. CONDUCT OF BUSINESS PRIOR TO CLOSING.
(a) Prior to the Closing, Internet shall conduct its business and affairs only
in the ordinary course and consistent with its prior practice and shall
maintain, keep and preserve Internet's Assets in good condition and repair in
accordance with present practices. Without limiting the generality of the
foregoing, prior to the Closing Internet will not without Worldwide's prior
written approval:
(i) merge or consolidate or obligate itself to do so with or into any
other entity;
(ii) enter into any contract, agreement, commitment or other understanding
or arrangement concerning Internet's assets; or
7. ACCESS TO INFORMATION AND DOCUMENTS.
9
Worldwide represents that it has been given full access to Internet's
documents, contracts, books and records of Internet and that it has been
furnished with copies of such documents, and of such information with respect to
the affairs of Internet. Worldwide will not improperly disclose the same prior
to the Closing. Worldwide specifically represents that it has fully completed
its due diligence and it is fully satisfied on all aspects of Internet's
business, including its financial statements, books and records.
8. BROKER COMMISSION.
Neither Internet nor Worldwide have entered into any contract, arrangement
or understanding with any person or firm which may result in the obligation to
pay any finder's fees, brokerage or agent's commissions or other like payments
in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby, nor are Internet or
Worldwide aware of any claim or basis for any claim for payment of any finder's
fees, brokerage or agent commissions or other like payments in connection with
the negotiations leading to this Agreement of the consummation of the
transactions contemplated hereby.
9. DIRECTORS AND SHAREHOLDER AUTHORIZATION.
(a) At or prior to the Closing, Internet will deliver to Worldwide a copy
of the resolutions of the Board of Directors and the resolutions or consents of
the shareholders of Internet, together with any and all required resolutions or
consents of the shareholders thereof, approving the execution and delivery of
this Agreement and the consummation of all of the transactions contemplated
hereby, duly certified by an officer of Internet, and Worldwide will deliver
same to Internet,
10. CONDITIONS PRECEDENT TO WORLDWIDE'S OBLIGATIONS.
All obligations of Worldwide hereunder are subject to the fulfillment or
waiver by Worldwide of each of the following conditions at, or prior to the
Closing, and Internet shall exert their best efforts to cause each such
condition to be so fulfilled:
10
(a) All representations and warranties of Internet contained herein or in
any document delivered pursuant hereto shall be true and correct in all material
respects when made and shall be deemed to have been made again at and as of the
date of the Closing, and shall then be true and correct in all material respects
except for changes in the ordinary course of business after the date hereof in
conformity with the covenants and agreements contained herein.
(b) All covenants, agreements and obligations required by the terms of this
Agreement to be performed by Internet at or before the Closing shall have been
duly and properly performed in all material respects.
(c) Since the date of this Agreement there shall not have occurred any
material adverse change in the condition (financial or otherwise), business,
properties, assets or prospects of Internet.
(d) All documents required to be delivered to Worldwide at or prior to the
Closing shall have been so delivered.
(e) Internet shall obtain written consents to the transfer or assignment to
Worldwide of all agreements, licenses, leases and other material contracts of
Internet where the consent of any other party to any such contract may, in the
opinion of Worldwide's counsel, be required for such assignment or transfer.
11. CONDITIONS PRECEDENT TO INTERNET'S OBLIGATIONS.
All obligations of Internet at the Closing are subject, at the option of
Internet, to the fulfillment of each of the following conditions at or prior to
the Closing, and Worldwide shall exert its best efforts to cause each such
condition to be so fulfilled:
(a) All representations and warranties of Worldwide contained herein or in
any document delivered pursuant hereto shall be true and correct in all material
respects when made and as of the Closing.
(b) All obligations required by the terms of this Agreement to be performed
by Worldwide at or before the Closing shall have been duly and properly
performed in all material respects.
11
(c) There shall be delivered to Internet a certificate executed by the
President and Secretary of Worldwide, dated the date of the Closing, certifying
that the conditions set forth m paragraphs (a) and (b) of this Section 14 have
been fulfilled.
12. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
Each statement, representation, warranty, indemnity, covenant and agreement
made by Internet in this Agreement or in any document, certificate or other
instrument delivered by or on behalf of Internet pursuant to this Agreement or
in connection herewith shall survive the Closing, except where inconsistent with
the contemplated promissory note, mortgage and Management Agreement.
13. NOTICES.
Any and all notices or other communications required or permitted to be
given under any of the provisions of this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered or mailed by
first class certified mail, return receipt requested, addressed to the parties
at the addresses set forth herein (or at such other address as any party may
specify by notice to all other parties given as aforesaid) with copies to:
If to Internet:
150 East 58 Street
New York, New York 10022
If to Worldwide:
1470- N.W. 107 Avenue
Suite H, Miami, Florida 33143
14. LEGAL AND OTHER COSTS.
In the event that any party (the Defaulting Party) defaults in his or its
obligations under this cement and, as a result thereof, the other party (the
"Non-Defaulting Party") seeks to legally enforce his or its rights hereunder
against the Defaulting Party, then, in addition to all damages and other
remedies to which the Non-Defaulting Party is entitled by reason of such
default, the Defaulting Party shall promptly pay to the Non-Defaulting Party an
amount equal to all costs and expenses (including reasonable attorneys fees)
paid or incurred by the Non-Defaulting Party in connection with such
enforcement.
12
15. LIABILITIES.
Worldwide assumes no liabilities of Internet whatsoever provided that
Worldwide shall have no liability for the license agreements and contracts prior
to the Closing, but only for performance of the license agreements and contracts
as may be required thereunder subsequent to Closing.
16. LITIGATION.
In any action between the parties to enforce any of the terms of this
agreement or any other matter arising from this agreement, the prevailing party
shall be entitled to recover its costs and expenses, including reasonable
attorney's fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
17. MISCELLANEOUS.
(a) This writing constitutes the entire agreement of the parties with respect to
the subject matter hereof and may not be modified, amended or terminated except
by a written agreement specifically referring to this Agreement signed by all of
the parties hereto.
(b) No waiver of any breach or default hereunder shall be considered valid
unless in writing and signed by the party giving such waiver, and no such waiver
shall be deemed a waiver of any subsequent breach or default of the same or
similar nature.
(c) This Agreement shall be binding upon and inure to the benefit of each
corporate party hereto, its successors and assigns, and each individual party
hereto and his heirs, personal representatives, successors and assigns.
(d) Any paragraph headings contained herein are for the purposes of convenience
only and are not intended to define or limit the contents of said paragraphs.
(e) Each party hereto shall cooperate, shall take such further action and shall
execute and deliver such further documents as may be reasonably requested by any
other party in order to carry out the provisions and purposes of this Agreement.
(f) Internet will pay all sales, taxes, if any, payable in connection with the
sale, conveyances, assignments, transfers and deliveries to be made to Worldwide
hereunder, however, Worldwide shall pay all taxes and stamps on the mortgage and
promissory note.
(g) This Agreement may be executed in one or more counterparts, all of which
taken together shall be deemed one original.
(h) This Agreement and all amendments thereof shall be governed by and construed
in accordance with the law of the State of Florida applicable to contracts made
and to be performed therein, and the parties agree that venue shall be proper in
Broward County, Florida.
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
ATTEST: THE INTERNET ADVISORY CORPORATION,
(Utah Corporation)
/s/ John Neilson By: /s/ Richard Goldring
Secretary -------------------------------
John Nielson Richard Goldring, President
WORLDWIDE CONNECT
(Nevada Corporation)
By: /s/ L.R. Divine
---------------------------
L.R. Divine, President
ATTEST:
Signature /s/ Lonnie Divine By: /s/ Lonnie Divine
-------------------------
Print Name: L.R. Divine Lonnie Divine, Guarantor
14