EXHIBIT 6.1
Technology Purchase Agreement
3393K
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TECHNOLOGY PURCHASE AGREEMENT
THIS TECHNOLOGY PURCHASE AGREEMENT (the "Agreement") is entered into and,
effective as of January 14, 1999 by and between KYUNGKI SYSTEM CO., LTD., a
Korean corporation ("KSC"). and E-WORLD SECURITY, INC., a Nevada corporation
("E-WORLD" or the "COMPANY")
1. RECITALS
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1. KSC is the owner of that certain proprietary computer technology
which affords security protection to computer hardware and software
in micro computers and which is collectively referred to herein as
"COMGUARD."
2. E-WORLD is a private corporation which presently plans to submit an
application for listing on the NASD OTC Bulletin Board.
3. E-WORLD desires to acquire COMGUARD pursuant to the terms and
conditions as set forth herein in this Agreement.
2. PURCHASE OF COMGUARD
2.1 NATURE AND EXTENT OF COMGUARD: The nature of and extent of COMGUARD
shall consist of all of the right, title and interest to COMGUARD, including
but not limited to all copyrights, trademarks, patents, object codes, source
codes, enhancements, updates or ether modifications and user manuals, and as
more specifically set forth and described in the attached Exhibit "A".
2.2 CONSIDERATION FOR PURCHASE OF COMGUARD: In consideration of the
purchase of COMGUARD, by E-WORLD, E-WORLD agrees to issue to KSC a total of
ONE HUNDRED SIXTY THOUSAND (160,000) shares of E-WORLD common stock (the
"E-WORLD Shares").
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2.3 NATURE OF E-WORLD SHARES: The E-WORLD Shares shall be issued
pursuant to Regulation D, Rule 504 of the Securities Act of 1933 as amended.
2.4 PRIVATE SALE ACKNOWLEDGMENT: The parties acknowledge and agree that
the issuance of the E-WORLD Shares is being undertaken as a private sale
pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended,
and Nevada Revised Statutes Chapters 28 and 90, and is not being transacted
via a broker-dealer and/or in the public market place.
3. REPRESENTATIONS AND WARRANTIES
OF THE COMPANY
The COMPANY represents and warrants to KSC as follows:
3.1 ORGANIZATION: E-WORLD is a corporation duly incorporated and validly
existing under the laws of Nevada and is in good standing with respect to all
of its required Nevada corporation filings.
3.2 VALIDLY ISSUED AND AUTHORIZED SHARES: That the E-WORLD Shares will
be validly authorized and issued by the COMPANY, they will be fully paid and
non-assessable and that they will be issued in full compliance with all
federal and state securities laws.
3.3 CORPORATE AUTHORITY: The officers or representatives of the COMPANY
executing this Agreement represent that they have been authorized to execute
this Agreement pursuant to a resolution of the Board of Directors of the
E-WORLD.
4. REPRESENTATIONS OF KSC
KSC represents and warrants to E-WORLD as follows:
4.1 COMGUARD OWNERSHIP: That KSC is the owner, beneficially and of
record, of COMGUARD and that said technology is free and clear of all liens,
encumbrances, claims, charges and restrictions.
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4.2 TRANSFERABILITY OF COMGUARD SHARES: That KSC has the full power to
transfer COMGUARD to E-WORLD without obtaining the consent or approval of any
other person or governmental agency.
4.3 PERFORMANCE IN ACCORDANCE WITH THE SPECIFICATIONS: That COMGUARD
will perform in accordance with the specifications set forth in Exhibit "A."
4.4 FIT FOR PARTICULAR PURPOSE: That COMGUARD will be fit for the
particular purposes specified by E-WORLD under normal use and service.
4.5 FREE OF DEFECTS: That COMGUARD is free of defects in design,
materials and workmanship and that a computer system will have the ability to
perform the necessary functions within a reasonable period of time.
4.6 INDEMNIFICATION: KSC shall indemnify and hold harmless E-WORLD from
and against any claims, including reasonable legal fees and expenses, based
upon infringement of any United States copyright, patent or trademark by
COMGUARD.
4.7 ORGANIZATION: KSC is a corporation duly incorporated and validly
existing under the laws of Korea and is in good standing with respect to all
of its regulatory filings.
4.8 NO LIENS: That KSC has not received a notice of any assignment,
lien, encumbrance, claim or charge against COMGUARD.
4.9 CORPORATE AUTHORITY: The officers or representatives of KSC
executing this Agreement represent that they have been authorized to execute
this Agreement pursuant to a resolution of the Boards of Directors of KSC.
5. COOPERATION, ARBITRATION, INTERPRETATION,
MODIFICATION AND ATTORNEY FEES
5.1 COOPERATION OF PARTIES: The parties further agree that they will do
all things necessary to accomplish and facilitate the purpose of this
Agreement and that they will sign and execute any and all documents necessary
to bring about and perfect the purposes of this Agreement.
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5.2 ARBITRATION: The parties hereby submit all controversies, claims and
matters of difference arising out of this Agreement to arbitration in San
Diego, California according to the rules and practices of the American
Arbitration Association from time to time in force. This submission and
agreement to arbitrate shall be specifically enforceable. The Agreement shall
further be governed by the laws of the State of Nevada.
5.3 INTERPRETATION OF AGREEMENT: The parties agree that should any
provision of this Agreement be found to be ambiguous in any way, such
ambiguity shall not be resolved by construing such provisions or any part of
or the entire Agreement in favor of or against any party herein, but rather
by construing the terms of this Agreement fairly and reasonable in accordance
with their generally accepted meaning.
5.4 MODIFICATION OF AGREEMENT: This Agreement may be amended or modified
in any way at any time by an instrument in writing stating the manner in
which it is amended or modified and signed by each of the parties hereto. Any
such writing amending or modifying this Agreement shall be attached to and
kept with this Agreement.
5.5 ATTORNEY FEES: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of the Agreement, the successful or prevailing party shall
be entitled to recover reasonable attorneys' fees and other costs incurred in
that action or proceeding, in addition to any other relief to which it may be
entitled.
5.6 ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement
and understanding of the parties hereto with respect to the matters herein
set forth, and all prior negotiations, writings and understandings relating
to the subject matter of this Agreement are merged herein and are superseded
and canceled by this Agreement.
5.7 COUNTERPARTS: This Agreement may be signed in one or more
counterparts.
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5.8 FACSIMILE TRANSMISSION SIGNATURES: A signature received pursuant to
a facsimile transmission shall be sufficient to bind a party to this
Agreement.
KYUNGKI SYSTEM CO., LTD.
DATED: , 1999 BY: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇▇▇▇ ▇▇▇
President
E-WORLD SECURITY, INC.
DATED: , 1999 BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
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EXHIBIT "A"
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THE UNITED STATES OF AMERICA
TO ALL TO WHOM THESE PRESENTS SHALL COME:
UNITED STATES DEPARTMENT OF COMMERCE
UNITED STATES PATENT AND TRADEMARK OFFICE
July 15, 1998
THIS IS TO CERTIFY THAT ANNEXED HERETO IS A TRUE COPY FROM THE RECORDS OF THE
UNITED STATES PATENT AND TRADEMARK OFFICE OF THOSE PAPERS OF THE BELOW
IDENTIFIED PATENT APPLICATION THAT MET THE REQUIREMENTS TO BE GRANTED A
FILING DATE UNDER 35 USC 111.
APPLICATION NUMBER: 09/030,993
FILING DATE: FEBRUARY 26, 1998
[SEAL]
By Authority of the
COMMISSIONER OF PATENTS AND TRADEMARKS
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Certifying Officer