AGREEMENT TO PURCHASE ASSETS OF
THE SITE DOCTORS
BY
INDIGINET, INC.
THIS AGREEMENT is entered into this 30th day of April, 2004 by and between
THE SITE DOCTORS, a general partnership having its principal office and place of
business in Orange County, California (the "Seller"), and INDIGINET, INC., a
Florida corporation having its principal office and place of business in Orange
County, California (the "Purchaser").
WHEREAS, the Seller owns various assets more fully described in Attachment
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A attached hereto (the "Acquired Assets"); and
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WHEREAS, the Purchaser desires to purchase from the Seller the Acquired
Assets as more fully described hereinafter;
NOW, THEREFORE, in consideration of the foregoing, and the following mutual
covenants and agreements, and intending to be legally bound, the parties do
hereby agree as follows:
1. Purchase of Assets. The Purchaser does hereby purchase the Acquired
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Assets, free and clear of all liens, encumbrances, charges, escrows, equities,
and other restrictions. The Seller does hereby sell the Acquired Assets to the
Purchaser.
2. Consideration for Sale of Assets. The purchase price for the Acquired
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Assets (the "purchase Price") shall be $40,000.00, to be paid as follows:
(a) At the closing hereunder (the "Closing"), the Purchaser shall
cause to be delivered to the Seller the sum of $10,000.00, in cash.
(b) Beginning seven days following the Closing and on every seventh
day thereafter, the Purchaser shall pay the Seller the sum of $5,000.00, in cash
until the balance of the Purchase Price has been paid in full.
(c) No interest shall accrue with respect to the unpaid balance of
the Purchase Price.
3. Conditions Precedent to the Obligations of the Purchaser. All
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obligations of the Purchaser hereunder are subject to the following conditions
(any of which can be waived by the Purchaser):
(a) Approval. The sale of the Acquired Assets and all other
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provisions of this Agreement shall have been approved by the Board of Directors
and shareholders of the Seller.
(b) Bulk Sales Requirements. The Seller agrees to cooperate with the
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Purchaser in complying with the provisions of Article 6 of the California
Uniform Commercial Code relating to bulk transfers in connection with the
transactions contemplated by this Agreement. If the Purchaser shall waive the
provisions of the bulk sales law, the Seller shall indemnify and hold the
Purchaser harmless from any damages, losses or expenses (including reasonable
attorneys' fees) suffered by the Purchaser from any claim which may be asserted
against the Purchaser by creditors of the Seller for obligations not assumed by
the Purchaser hereunder which result from noncompliance with the California Bulk
Transfer Law.
(c) No Sales or Use Tax. The sale and purchase contemplated
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hereunder shall not be subject to any sales or use tax.
(d) No Untrue Statements. No representation or warranty by the
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Seller in this Agreement or in any writing furnished or to be furnished pursuant
hereto, contains or will contain any untrue statement of a
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material fact, or omits, or will omit to state any material fact required to
make the statements herein or therein contained not misleading.
(e) Other Actions. All corporate and other proceedings and actions
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taken in connection with the transactions contemplated herein and all
certificates, opinions, agreements, instruments, and documents mentioned herein
or incident to any such transaction shall be satisfactory in form and substance
to the Purchaser and its counsel, whose approval shall not be unreasonably
withheld.
(f) Non-Competition Agreements. At the Closing, the Purchaser, ▇▇▇▇▇
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▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have entered into non-competition agreements in
the forms described in Attachment B and Attachment C hereto.
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(g) Additional Agreement. Following the Closing, ▇▇▇▇▇ ▇▇▇▇▇ and
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will be employed by the Purchaser, on an at-will basis. No
employment agreements will be executed between the Purchaser and ▇▇▇▇▇ ▇▇▇▇▇ or
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
(h) Representations and Warranties True at the Closing. The
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representations and warranties of the Seller herein shall be deemed to have been
made again as of the Closing, and then be true and correct, subject to any
changes contemplated by this Agreement. The Seller shall have performed all of
the obligations to be performed by it hereunder on or prior to the Closing.
(i) Proof of Authority. The Purchaser's counsel shall have received
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evidence reasonably sufficient to such counsel that the Seller has all requisite
authorizations necessary for consummation by the Seller of the transactions
contemplated hereby, and there has not been issued, and there is not in effect,
any injunction or similar legal order prohibiting or restraining consummation of
any of the transactions herein contemplated, and no legal or governmental
action, proceeding or investigation which might reasonably be expected to result
in any such injunction or order is pending.
(j) Deliveries at the Closing. The Seller shall have delivered to
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the Purchaser at the Closing all of the documents required to be delivered
hereunder.
(k) Certification. The Seller shall have delivered to the Purchaser
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at the Closing a certificate dated as of the Closing executed by the Seller,
certifying that the conditions specified in subparagraphs (f), (g), (h), (i),
and (j) of this Paragraph 3 have been fulfilled.
(l) No Orders. There has not been issued, and there is not in
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effect, any injunction or similar legal order prohibiting or restraining
consummation of any of the transactions herein contemplated, and no legal or
governmental action, proceeding or investigation which might reasonably be
expected to result in any such injunction or order is pending.
4. Conditions Precedent to the Obligations of the Seller. All
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obligations of the Seller under this Agreement are subject to the following
conditions (any of which can be waived by the Seller):
(a) Approval. The Purchaser has delivered to the Seller a copy of a
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resolution by the Board of Directors of the Purchaser, certified to by the
Secretary of the Purchaser that the Board of Directors of the Purchaser has
approved the execution of this Agreement and any other document contemplated
herein.
(b) Other Actions. All corporate and other proceedings and actions
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taken in connection with the transactions contemplated herein and all
certificates, opinions, agreements, instruments, and documents mentioned herein
or incident to any such transaction shall be satisfactory in form and substance
to the Seller and its counsel, whose approval shall not be unreasonably
withheld.
(c) Representations and Warranties True at Closing. The
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representations and warranties of the Purchaser herein shall be deemed to have
been made again at the Closing, and then be true and correct, subject to
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any changes contemplated by this Agreement. The Purchaser shall have performed
all of the obligations to be performed by the Purchaser hereunder on or prior to
the Closing.
(d) Proof of Authority. The Seller's counsel shall have received
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evidence reasonably sufficient to such counsel that the Purchaser has all
requisite authorizations necessary for consummation by the Purchaser of the
transactions contemplated hereby, and there has not been issued, and there is
not in effect, any injunction or similar legal order prohibiting or restraining
consummation of any of the transactions herein contemplated, and no legal or
governmental action, proceeding or investigation that might reasonably be
expected to result in any such injunction or order is pending.
(e) Deliveries at the Closing. The Purchaser shall have delivered to
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the Seller at the Closing all of the documents required to be delivered
hereunder.
(f) Certification. The Purchaser shall have delivered to the Seller
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at the Closing a certificate dated as of the applicable closing, executed by the
President and Secretary of the Purchaser, certifying that the conditions
specified in subparagraphs (c), (d) and (e) of this Paragraph 4 have been
fulfilled.
(g) No Orders. There has not been issued, and there is not in
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effect, any injunction or similar legal order prohibiting or restraining
consummation of any of the transactions herein contemplated, and no legal or
governmental action, proceeding or investigation which might reasonably be
expected to result in any such injunction or order is pending.
5. Representations and Warranties of the Seller. Where a representation
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contained in this Agreement is qualified by the phrase "to the best of the
Seller's knowledge" (or words of similar import), such expression means that,
after having conducted a due diligence review, the Seller believes the statement
to be true, accurate, and complete in all material respects. Knowledge shall
not be imputed nor shall it include any matters which such person should have
known or should have been reasonably expected to have known. The Seller
represents and warrants as follows:
(a) Power and Authority. The Seller has full power and authority to
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execute, deliver, and perform this Agreement and all other agreements,
certificates or documents to be delivered in connection herewith, including,
without limitation, the other agreements, certificates and documents
contemplated hereby (collectively the "Other Agreements").
(b) Ownership of the Acquired Assets. The Seller is the record owner
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of the Acquired Assets and is duly authorized and empowered to and has executed
and delivered to the Purchaser a ▇▇▇▇ of sale conveying good, absolute and
indefeasible title to the Acquired Assets being sold to the Purchaser hereunder,
free and clear of all liens, encumbrances, charges, escrows, equities, and other
restrictions.
(c) Binding Effect. Upon execution and delivery by the Seller, this
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Agreement and the Other Agreements shall be and constitute the valid, binding
and legal obligations of the Seller, enforceable against the Seller in
accordance with the terms hereof and thereof, except as the enforceability
hereof or thereof may be subject to the effect of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally, and (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).
(d) No Consents. No consent, approval or authorization of, or
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registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by the Seller prior to the Closing to
authorize the execution, delivery and performance by the Seller of this
Agreement or the Other Agreements.
(e) Organization and Standing of the Seller. The Seller is a validly
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existing general partnership in good standing, with all requisite power and
authority to carry on its business as presently conducted.
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(f) The Seller's Representations and Warranties True and Complete.
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All representations and warranties of the Seller in this Agreement and the Other
Agreements are true, accurate and complete in all material respects as of the
Closing.
(g) No Knowledge of the Purchaser's Default. The Seller has no
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knowledge that any of the Purchaser's representations and warranties contained
in this Agreement or the Other Agreements are untrue, inaccurate or incomplete
or that the Purchaser is in default under any term or provision of this
Agreement or the Other Agreements.
(h) No Untrue Statements. No representation or warranty by the
----------------------
Seller in this Agreement or in any writing furnished or to be furnished pursuant
hereto, contains or will contain any untrue statement of a material fact, or
omits, or will omit to state any material fact required to make the statements
herein or therein contained not misleading.
(i) Condition of the Acquired Assets. As of the date hereof, the
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Acquired Assets are in good operating condition with no known defects, and
suitable for their intended use.
(j) Investigations. There are no investigations, actions, suits,
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charges, complaints or other proceedings of any character pending, threatened or
otherwise asserted against or involving the Acquired Assets at law or in equity
by anyone of which the Seller has knowledge or should have knowledge.
(k) Reliance. The foregoing representations and warranties are made
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by the Seller with the knowledge and expectation that the Purchaser is placing
complete reliance thereon.
6. Representations and Warranties of the Purchaser. Where a
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representation contained in this Agreement is qualified by the phrase "to the
best of Purchaser's knowledge" (or words of similar import), such expression
means that, after having conducted a due diligence review, the principal of the
Purchaser believes the statement to be true, accurate, and complete in all
material respects. Knowledge shall not be imputed nor shall it include any
matters which such person should have known or should have been reasonably
expected to have known. The Purchaser hereby represents and warrants to the
Seller as follows:
(a) Power and Authority. The Purchaser has full power and authority
--------------------
to execute, deliver, and perform this Agreement and all other agreements,
certificates or documents to be delivered in connection herewith, including,
without limitation, the other agreements, certificates and documents
contemplated hereby (collectively the "Other Agreements").
(b) Binding Effect. Upon execution and delivery by the Purchaser,
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this Agreement and the Other Agreements shall be and constitute the valid,
binding and legal obligations of the Purchaser enforceable against the Purchaser
in accordance with the terms hereof or thereof, except as the enforceability
hereof and thereof may be subject to the effect of (i) any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting creditors' rights generally, and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
(c) No Consents. No consent, approval or authorization of, or
------------
registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by the Purchaser prior to the Closing
to authorize the execution, delivery and performance by the Purchaser of this
Agreement or the Other Agreements.
(d) Organization and Standing of the Purchaser. The Purchaser is a
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duly organized and validly existing Florida corporation in good standing, with
all requisite corporate power and authority to carry on its business as
presently conducted.
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(e) Purchaser's Representations and Warranties True and Complete.
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All representations and warranties of the Purchaser in this Agreement and the
Other Agreements are true, accurate and complete in all material respects as of
the Closing.
(f) No Knowledge of the Sellers' Default. The Purchaser has no
-----------------------------------------
knowledge that any of the Seller's representations and warranties contained in
this Agreement is untrue, inaccurate or incomplete in any respect or that the
Seller is in default under any term or provision of this Agreement or the Other
Agreements.
(g) No Untrue Statements. No representation or warranty by the
----------------------
Purchaser in this Agreement or in any writing furnished or to be furnished
pursuant hereto, contains or will contain any untrue statement of a material
fact, or omits, or will omit to state any material fact required to make the
statements herein or therein contained not misleading.
(h) Reliance. The foregoing representations and warranties are made
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by the Purchaser with the knowledge and expectation that the Seller is placing
complete reliance thereon.
7. Survival of Warranties. All representations, covenants, warranties
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and agreements made by the parties in this Agreement or in any agreement,
document, statement or certificate furnished hereunder or in connection with the
negotiation, execution and performance of this Agreement shall survive this
Agreement and any instrument delivered as described herein.
8. No Brokers. Each of the parties represents and warrants to the other
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party that all negotiations relative to this Agreement have been carried on by
such party directly and without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage or finder's
fee or other commission in respect of the execution of this Agreement or the
consummation of the transactions contemplated hereby, and each party shall
indemnify and hold harmless all of the other parties hereto against any and all
claims, losses, liabilities or expenses which may be asserted against any such
other party as a result of the dealings, arrangements or agreements of such
party or any of its affiliates with any such person, firm, corporation or
entity.
9. Indemnification by the Seller. The Seller agrees to indemnify and
--------------------------------
hold harmless the Purchaser against and in respect to all damages (as
hereinafter defined) in excess of $250. Damages, as used herein shall include
any claim, salary, wage, action, tax, demand, loss, cost, expense, liability
(joint or several), penalty, and other damage, including, without limitation,
counsel fees and other costs and expenses reasonably incurred in investigating
or attempting to avoid same or in opposition to the imposition thereof, or in
enforcing this indemnity, resulting to the Purchaser from any inaccurate
representation made by or on behalf of the Seller in or pursuant to this
Agreement, breach of any of the warranties made by or on behalf of the Seller in
or pursuant to this Agreement, or breach or default in the performance by the
Seller of any of the obligations to be performed by it hereunder.
Notwithstanding the scope of the representations and warranties of the Seller
herein, or of any individual representation or warranty, or any disclosure to
the Purchaser herein or pursuant hereto, or the definition of damages contained
in the preceding sentence, or the Purchaser's knowledge of any fact or facts at
or prior to the date hereof, damages shall also include: all debts, liabilities,
and obligations of any nature whatsoever (whether absolute, accrued, contingent,
or otherwise, and whether due or to become due) of the Seller, as of the date
hereof not reflected in any exhibit furnished hereunder, whether known or
unknown by the Seller; all claims, actions, demands, losses, costs, expenses,
and liabilities resulting from any litigation from causes of action arising
prior to the date hereof involving the Seller or any shareholders thereof,
whether or not disclosed to the Purchaser; all claims, actions, demands, losses,
costs, expenses, liabilities and penalties resulting from the Seller's failure
to own or possess, and have good title to all of the Acquired Assets to be
acquired by the Purchaser hereunder; all claims, actions, demands, losses,
costs, expenses, liabilities or penalties resulting from the failure of the
Seller in any respect to perform any obligation required by them to be performed
at or prior to the date hereof or at or prior to the date hereof, or by reason
of any default of the Seller at the date hereof or at the date hereof, under any
of the contracts, agreements, leases, documents, or other commitments to which
they, or either of them, are a party or otherwise bound or affected; and all
losses, costs, and expenses (including without limitation all fees and
disbursements of counsel) relating to damages. The Seller shall reimburse
and/or pay on behalf of the Purchaser on demand for any payment made or required
to be made by the Purchaser at any time after the date hereof based upon the
judgment of any court of competent jurisdiction or pursuant to a bona fide
compromise or settlement of claims, demands or actions, in respect to the
damages to which the foregoing indemnity relates. The Purchaser shall give the
Seller
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written notice within 30 days after notification of any litigation threatened or
instituted against the Purchaser which might constitute the basis of a claim for
indemnity by the Purchaser against the Seller. The Seller shall reimburse
and/or pay the Purchaser on demand the balance of any amount of such indemnity
to which the Purchaser is entitled hereunder. Notwithstanding anything
contained in this Agreement to the contrary, the right to indemnification
described in this paragraph shall expire five years after the date hereof,
except in the case of the proven fraud by the Seller, as determined by a court
of competent jurisdiction in connection with any such claim for indemnification,
in which event such right to indemnification shall expire four years after the
discovery of such fraud.
10. Indemnification by the Purchaser. The Purchaser agrees to indemnify
----------------------------------
and hold harmless the Seller against and in respect to all damages incurred by
the Seller after the date hereof and arising out of the transactions hereunder
for which the Purchaser has been determined liable based upon the judgment of
any court of competent jurisdiction or pursuant to a bona fide compromise or
settlement of claims, demands or actions to which the Purchaser is a party, in
respect to the damages to which the foregoing indemnity relates.
Notwithstanding anything contained in this Agreement to the contrary, the right
to indemnification described in this paragraph shall expire five years after the
date hereof, except in the case of the proven fraud by the Purchaser hereunder
as determined by a court of competent jurisdiction in connection with any such
claim for indemnification, in which event such right to indemnification shall
expire four years after the discovery of such fraud.
11. Attorney's Fees. In the event that it should become necessary for any
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party entitled hereunder to bring suit against any other party to this Agreement
for enforcement of the covenants herein contained, the parties hereby covenant
and agree that the party who is found to be in violation of said covenants shall
also be liable for all reasonable attorney's fees and costs of court incurred by
the other parties hereto.
12. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by the parties
hereto, and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns.
13. Construction. Words of any gender used in this Agreement shall be
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held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.
14. Waiver. No course of dealing on the part of any party hereto or its
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agents, or any failure or delay by any such party with respect to exercising any
right, power or privilege of such party under this Agreement or any instrument
referred to herein shall operate as a waiver thereof, and any single or partial
exercise of any such right, power or privilege shall not preclude any later
exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
15. Cumulative Rights. The rights and remedies of any party under this
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Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
16. Invalidity. In the event any one or more of the provisions contained
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in this Agreement or in any instrument referred to herein or executed in
connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
17. Headings. The headings used in this Agreement are for convenience and
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reference only and in no way define, limit, simplify or describe the scope or
intent of this Agreement, and in no way effect or constitute a part of this
Agreement.
18. No Third-Party Beneficiary. Any agreement to pay an amount and any
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assumption of liability herein contained, express or implied, shall be only for
the benefit of the undersigned parties and their respective
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successors and permitted assigns (as herein expressly permitted), and such
agreements and assumptions shall not inure to the benefit of the obligees or any
other party, whomsoever, it being the intention of the parties hereto that no
one shall be or be deemed to be a third-party beneficiary of this Agreement.
19. Law Governing. This Agreement shall be construed and governed by the
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laws of the State of California, and all obligations hereunder shall be deemed
performable in Orange County, California.
20. Perfection of Title. The parties hereto shall do all other acts and
---------------------
things that may be reasonably necessary or proper, fully or more fully, to
evidence, complete or perfect this Agreement, and to carry out the intent of
this Agreement.
21. Entire Agreement. This instrument contains the entire Agreement of
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the parties with respect to the subject matter hereof, and may not be changed
orally, but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
SELLER:
THE SITE DOCTORS
By
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▇▇▇▇▇ ▇▇▇▇▇, Principal
PURCHASER:
INDIGINET, INC.
By
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▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer
Attachments:
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Attachment A - The Acquired Assets
Attachment B - Non-Competition Agreement
Attachment C - Non-Competition Agreement
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ATTACHMENT A
THE ACQUIRED ASSETS
1) Company Domain name and website: [approx. $4000 value]
2) Company Portfolio
3) Hosting Clients: [ approx. $500/mo Monthly Reoccurring Revenue]
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campquarterback
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susansprettyponies
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4) 2 Computer systems
a) Hewlett Packard Pavilion 8495/ KDS Monitor/Microsoft Keyboard/Logitech
Mouse
b) Hewlett Packard Pavilion 510N / Philips 107T monitor / HP Keyboard /
Mouse
5) Design Software already uploaded onto computers hard drive:
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Adobe Photoshop
Microsoft Front-page software
6) Industry contacts:
(relationships which the Seller has established in the industry with other
professionals who use the Seller to provide their clients with complimentary
services (web design)).
7) 7 plus years of experience and knowledge.
8) Current clients with outstanding balances still owed:
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NON-COMPETITION AGREEMENT
THIS AGREEMENT is made this 30th day of April, 2004, by and between ▇▇▇▇▇
▇▇▇▇▇ ("▇▇▇▇▇"), and INDIGINET, INC., a Florida corporation, having its
principal place of business in Newport Beach, California (the "Company").
WHEREAS, this Agreement is being entered into pursuant to the provisions of
that certain Asset Purchase Agreement dated April 30th , 2004 by and between The
Site Doctors and the Company (the "Asset Purchase Agreement"); and
WHEREAS, the execution and delivery of this Agreement by ▇▇▇▇▇ and the
Company is a condition precedent to the consummation of the transactions
contemplated in the Asset Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, the parties hereto do hereby agree as follows:
1. Payment to ▇▇▇▇▇. Contemporaneously with the execution and delivery of
----------------
this Agreement, and in full and final payment of all obligations of the Company
to ▇▇▇▇▇ hereunder, there has been paid to ▇▇▇▇▇ the sum of $10, the receipt and
sufficiency of which are hereby acknowledged by ▇▇▇▇▇.
2. Covenant Not to Compete. It is recognized by ▇▇▇▇▇ that the Acquired
------------------------
Business of The Site Doctors pursuant to the Asset Purchase Agreement, and the
Company and its affiliated corporations that provide similar products and
services are and will continue to be international in scope and that
geographical limitations on the below described covenant not to compete and the
non-solicitation covenant are therefore not appropriate. Consequently, for a
period of one year from the date hereof, on a world-wide basis, ▇▇▇▇▇ shall not:
(a) Canvas, solicit, or accept any business for any other person,
partnership, firm, corporation or other legal entity from any present or past
customer of The Site Doctors or the Company, in connection with any business the
same as the Acquired Business of The Site Doctors and the Business of the
Company on the date of this Agreement.
(b) Give any other person, partnership, firm, corporation or other
legal entity the right to canvas, solicit or accept any business for any other
business, from any present or past customer of or the Company, in connection
with any business the same as the Acquired Business of The Site Doctors and the
Business of the Company on the date of this Agreement.
(c) Directly or indirectly request or advise any past, present or
future customer of the Company to withdraw, curtail or cancel its business for
any other business, from any present or past customer of The Site Doctors or the
Company, in connection with any business the same as the Acquired Business of
The Site Doctors and the Business of the Company on the date of this Agreement.
(d) Directly or indirectly disclose to any other person, partnership,
firm, corporation or other legal entity the names of past, present or future
customers of The Site Doctors or the Company, in connection with any business
the same as the Acquired Business of The Site Doctors and the Business of the
Company on the date of this Agreement.
(e) Directly or indirectly induce, or attempt to influence any
employee of the Company to terminate his employment.
(f) Without the written consent of the Company, directly or
indirectly employ or attempt to employ any person, who, on the date of this
Agreement or at any time during the two years before the date of this Agreement,
is or was an employee the Company, whether full or part-time.
1
(g) Directly or indirectly own, manage, operate, join or participate
in, or be connected as an officer, director, stockholder, employee, partner or
otherwise with any business under any name similar to The Site Doctors in
connection with the Acquired Business, or the name of the Company or any of its
affiliated corporations, except as may otherwise be specifically authorized by
the Company in writing.
(h) Directly or indirectly compete with, or become interested in any
competitor of the Company in any business the same as the Acquired Business of
The Site Doctors and the Business of the Company on the date of this Agreement.
As used herein, the "Acquired Business" as it relates to The Site Doctors
shall include, but not be limited to the web hosting and web design.
As used herein, the "Business of the Company" shall include, but not be
limited to the business of the Company, as well as web hosting and web design.
This covenant on the part of ▇▇▇▇▇ shall be construed as an agreement
independent of any other provision of this Agreement and the existence of any
claim or cause of action by ▇▇▇▇▇ against the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of this covenant.
Notwithstanding the foregoing, the Covenant Not to Compete set forth in
this Paragraph 2 shall be null and void in the event that ▇▇▇▇▇ is terminated by
the Company within one year following the effective date of this Agreement,
except that ▇▇▇▇▇ shall not, for a period of one year from termination, have any
business dealings whatsoever, either directly or indirectly, or through
corporate entities or associates with any customer or client of the Company or
any person or firm which has been contacted by the Company as a potential client
or customer of the Company and ▇▇▇▇▇ shall keep in strictest confidence both
during and subsequent to the employment of ▇▇▇▇▇ any Confidential Information as
such term is defined in this Agreement.
3. Remedies for Breach. If ▇▇▇▇▇ commits a breach, or threatens to
---------------------
commit a breach, of any of the provisions of this Agreement, the Company shall
have the following rights and remedies, in addition to any others, each of which
shall be independent of the other and severally enforceable:
(a) The right to have the provisions of this Agreement specifically
enforced by any court having equity jurisdiction, it being acknowledged and
agreed that any such breach or threatened breach will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to the
Company; and
(b) The right and remedy to require ▇▇▇▇▇ to account for and pay over
to the Company all compensation, profits, monies, accruals, increments, or other
benefits (the "Benefits") derived or received by ▇▇▇▇▇ as a result of any
transactions constituting a breach of any of the provisions of this Agreement,
▇▇▇▇▇ agreeing to account for and pay over the Benefits as provided above.
4. Confidentiality. All information relating to the business and affairs
---------------
of the Company shall be treated as Confidential Information, as hereinafter
defined, by ▇▇▇▇▇ both during and after the term hereof. Except with the prior
approval of the Company, ▇▇▇▇▇ shall not disclose any of the Confidential
Information at any time to any person except authorized personnel of the Company
and its affiliated corporations. All data, records and written material
prepared or compiled by ▇▇▇▇▇ or furnished to ▇▇▇▇▇ during the term hereof shall
be the sole and exclusive property of the Company, and none of such data,
records or written materials, or copies thereof, shall be retained by ▇▇▇▇▇
after the term of this Agreement.
As used herein, the term "Confidential Information" includes, without
limitation, information and knowledge pertaining to products, inventions,
innovations, designs, ideas, plans, trade secrets, proprietary information,
manufacturing, packaging, advertising, distribution and sales methods and
systems, sales and profit figures, customer and client lists, and relationships
between the Company and its affiliated corporations and dealers, distributors,
customers, clients, suppliers and others who have had or will have had business
dealings with the
2
Company and its affiliated corporations. The term "Confidential Information"
does not include information which (a) becomes generally available to the public
through no wrongful act on the part of ▇▇▇▇▇, (b) can be shown to have been
previously available to ▇▇▇▇▇ on a non confidential basis prior to its
disclosure to ▇▇▇▇▇ by the Company, or its representatives, (c) becomes
available to ▇▇▇▇▇ on a non confidential basis from a source other than the
Company or its representatives, or (d) is required to be disclosed by order of a
court of competent jurisdiction.
5. Controlling Agreement. In the event of any conflict between the terms
---------------------
of this Agreement, or the Asset Purchase Agreement, the terms of the Asset
Purchase Agreement shall control.
6. Construction. Words of any gender used in this Agreement shall be
------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.
7. Waiver. No course of dealing on the part of any party hereto or its
------
agents, or any failure or delay by any such party with respect to exercising any
right, power or privilege of such party under this Agreement or any instrument
referred to herein shall operate as a waiver thereof, and any single or partial
exercise of any such right, power or privilege shall not preclude any later
exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
8. Cumulative Rights. The rights and remedies of any party under this
------------------
Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
9. Invalidity. In the event any one or more of the provisions contained
----------
in this Agreement or in any instrument referred to herein or executed in
connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
10. Headings. The headings used in this Agreement are for convenience and
--------
reference only and in no way define, limit, simplify or describe the scope or
intent of this Agreement, and in no way effect or constitute a part of this
Agreement.
11. Excusable Delay. None of the parties hereto shall be obligated to
----------------
perform and none shall be deemed to be in default hereunder, if the performance
of a non-monetary obligation is prevented by the occurrence of any of the
following, other than as the result of the financial inability of the party
obligated to perform: acts of God, strikes, lock-outs, other industrial
disturbances, acts of terrorists, acts of a public enemy, wars or war-like
action (whether actual, impending or expected and whether de jure or de facto),
arrest or other restraint of governmental (civil or military) blockades,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
hurricanes, storms, floods, washouts, sink holes, civil disturbances,
explosions, breakage or accident to equipment or machinery, confiscation or
seizure by any government of public authority, nuclear reaction or radiation,
radioactive contamination or other causes, whether of the kind herein
enumerated, or otherwise, that are not reasonably within the control of the
party claiming the right to delay performance on account of such occurrence.
12. No Third-Party Beneficiary. Any agreement to pay an amount and any
----------------------------
assumption of liability herein contained, express or implied, shall be only for
the benefit of the undersigned parties and their respective successors and
permitted assigns (as herein expressly permitted), and such agreements and
assumptions shall not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be deemed to be a third-party beneficiary of this Agreement.
13. Law Governing. This Agreement shall be construed and governed by the
--------------
laws of the State of California, and all obligations hereunder shall be deemed
performable in Orange County, California.
3
14. Mediation and Arbitration. All disputes arising or related to this
---------------------------
Agreement must exclusively be resolved first by mediation with a mediator
selected by the parties, with such mediation to be held in Newport Beach,
California. If such mediation fails, then any such dispute shall be resolved by
binding arbitration under the Commercial Arbitration Rules of the American
Arbitration Association in effect at the time the arbitration proceeding
commences, except that (a) California law and the Federal Arbitration Act must
govern construction and effect, (b) the locale of any arbitration must be in
Newport Beach, California, and (c) the arbitrator must with the award provide
written findings of fact and conclusions of law. Any party may seek from a
court of competent jurisdiction any provisional remedy that may be necessary to
protect its rights or assets pending the selection of the arbitrator or the
arbitrator's determination of the merits of the controversy. The exercise of
such arbitration rights by any party will not preclude the exercise of any
self-help remedies (including without limitation, setoff rights) or the exercise
of any non-judicial foreclosure rights. An arbitration award may be entered in
any court having jurisdiction.
15. Attorneys' Fees. In the event that it should become necessary for any
---------------
party entitled hereunder to bring suit (including, but not limited to, any
mediation or arbitration) against the other party to this Agreement for a breach
of this Agreement, the parties hereby covenant and agree that the party who is
found to be in breach of this Agreement shall also be liable for all reasonable
attorneys' fees and costs of court incurred by the other party. Provided,
however, in the event that there has been no breach of this Agreement, whether
or not the transactions contemplated hereby are consummated, each party shall
bear its own costs and expenses (including any fees or disbursements of its
counsel, accountants, brokers, investment bankers, and finder's fees.
16. Assignment. This Agreement shall be binding upon and inure to the
----------
benefit of the successors of each of the parties hereto, but shall not be
assignable by either party without the prior written consent of the other party,
which consent shall be subject to such party's sole, absolute and unfettered
discretion.
17. Notices. All notices, requests, demands, and other communications
-------
hereunder shall be in writing and delivered personally or sent by registered or
certified United States mail, return receipt requested with postage prepaid, by
facsimile, or by e-mail, if to ▇▇▇▇▇, addressed to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ at
______________, telecopier _________, and e-mail __________; and if to the
Company, addressed to Mr. ▇▇▇▇ ▇▇▇▇▇ at Indiginet, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ telecopier (▇▇▇) ▇▇▇-▇▇▇▇, and e-mail
▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any party hereto may change its address upon 10 days'
written notice to any other party hereto.
18. Multiple Counterparts. This Agreement may be executed in one or more
----------------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. Entire Agreement. This instrument contains the entire Agreement of
-----------------
the parties with respect to the subject matter hereof, and may not be changed
orally, but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
IN WITNESS WHEREOF, this Agreement has been executed on the date first
written above.
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇
INDIGINET, INC.
By
--------------------------------------
▇▇▇▇ ▇▇▇▇▇, President
4
NON-COMPETITION AGREEMENT
THIS AGREEMENT is made this 30th day of April, 2004, by and between
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), and INDIGINET, INC., a Florida corporation, having
its principal place of business in Newport Beach, California (the "Company").
WHEREAS, this Agreement is being entered into pursuant to the provisions of
that certain Asset Purchase Agreement dated April 30, 2004 by and between The
Site Doctors and the Company (the "Asset Purchase Agreement"); and
WHEREAS, the execution and delivery of this Agreement by ▇▇▇▇▇▇ and the
Company is a condition precedent to the consummation of the transactions
contemplated in the Asset Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, the parties hereto do hereby agree as follows:
1. Payment to ▇▇▇▇▇▇. Contemporaneously with the execution and delivery
------------------
of this Agreement, and in full and final payment of all obligations of the
Company to ▇▇▇▇▇▇ hereunder, there has been paid to ▇▇▇▇▇▇ the sum of $10, the
receipt and sufficiency of which are hereby acknowledged by ▇▇▇▇▇▇.
2. Covenant Not to Compete. It is recognized by ▇▇▇▇▇▇ that the Acquired
-----------------------
Business of The Site Doctors pursuant to the Asset Purchase Agreement, and the
Company and its affiliated corporations that provide similar products and
services are and will continue to be international in scope and that
geographical limitations on the below described covenant not to compete and the
non-solicitation covenant are therefore not appropriate. Consequently, for a
period of one year from the date hereof, on a world-wide basis, ▇▇▇▇▇▇ shall
not:
(a) Canvas, solicit, or accept any business for any other person,
partnership, firm, corporation or other legal entity from any present or past
customer of The Site Doctors or the Company, in connection with any business the
same as the Acquired Business of The Site Doctors and the Business of the
Company on the date of this Agreement.
(b) Give any other person, partnership, firm, corporation or other
legal entity the right to canvas, solicit or accept any business for any other
business, from any present or past customer of or the Company, in connection
with any business the same as the Acquired Business of The Site Doctors and the
Business of the Company on the date of this Agreement.
(c) Directly or indirectly request or advise any past, present or
future customer of the Company to withdraw, curtail or cancel its business for
any other business, from any present or past customer of The Site Doctors or the
Company, in connection with any business the same as the Acquired Business of
The Site Doctors and the Business of the Company on the date of this Agreement.
(d) Directly or indirectly disclose to any other person, partnership,
firm, corporation or other legal entity the names of past, present or future
customers of The Site Doctors or the Company, in connection with any business
the same as the Acquired Business of The Site Doctors and the Business of the
Company on the date of this Agreement.
(e) Directly or indirectly induce, or attempt to influence any
employee of the Company to terminate his employment.
(f) Without the written consent of the Company, directly or
indirectly employ or attempt to employ any person, who, on the date of this
Agreement or at any time during the two years before the date of this Agreement,
is or was an employee the Company, whether full or part-time.
1
(g) Directly or indirectly own, manage, operate, join or participate
in, or be connected as an officer, director, stockholder, employee, partner or
otherwise with any business under any name similar to The Site Doctors in
connection with the Acquired Business, or the name of the Company or any of its
affiliated corporations, except as may otherwise be specifically authorized by
the Company in writing.
(h) Directly or indirectly compete with, or become interested in any
competitor of the Company in any business the same as the Acquired Business of
The Site Doctors and the Business of the Company on the date of this Agreement.
As used herein, the "Acquired Business" as it relates to The Site Doctors
shall include, but not be limited to the web hosting and web design.
As used herein, the "Business of the Company" shall include, but not be
limited to the business of the Company, as well as web hosting and web design.
This covenant on the part of ▇▇▇▇▇▇ shall be construed as an agreement
independent of any other provision of this Agreement and the existence of any
claim or cause of action by ▇▇▇▇▇▇ against the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of this covenant.
Notwithstanding the foregoing, the Covenant Not to Compete set forth in
this Paragraph 2 shall be null and void in the event that ▇▇▇▇▇▇ is terminated
by the Company within one year following the effective date of this Agreement,
except that ▇▇▇▇▇▇ shall not, for a period of one year from termination, have
any business dealings whatsoever, either directly or indirectly, or through
corporate entities or associates with any customer or client of the Company or
any person or firm which has been contacted by the Company as a potential client
or customer of the Company and ▇▇▇▇▇▇ shall keep in strictest confidence both
during and subsequent to the employment of ▇▇▇▇▇▇ any Confidential Information
as such term is defined in this Agreement.
3. Remedies for Breach. If ▇▇▇▇▇▇ commits a breach, or threatens to
---------------------
commit a breach, of any of the provisions of this Agreement, the Company shall
have the following rights and remedies, in addition to any others, each of which
shall be independent of the other and severally enforceable:
(a) The right to have the provisions of this Agreement specifically
enforced by any court having equity jurisdiction, it being acknowledged and
agreed that any such breach or threatened breach will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to the
Company; and
(b) The right and remedy to require ▇▇▇▇▇▇ to account for and pay
over to the Company all compensation, profits, monies, accruals, increments, or
other benefits (the "Benefits") derived or received by ▇▇▇▇▇▇ as a result of any
transactions constituting a breach of any of the provisions of this Agreement,
▇▇▇▇▇▇ agreeing to account for and pay over the Benefits as provided above.
4. Confidentiality. All information relating to the business and affairs
---------------
of the Company shall be treated as Confidential Information, as hereinafter
defined, by ▇▇▇▇▇▇ both during and after the term hereof. Except with the prior
approval of the Company, ▇▇▇▇▇▇ shall not disclose any of the Confidential
Information at any time to any person except authorized personnel of the Company
and its affiliated corporations. All data, records and written material
prepared or compiled by ▇▇▇▇▇▇ or furnished to ▇▇▇▇▇▇ during the term hereof
shall be the sole and exclusive property of the Company, and none of such data,
records or written materials, or copies thereof, shall be retained by ▇▇▇▇▇▇
after the term of this Agreement.
As used herein, the term "Confidential Information" includes, without
limitation, information and knowledge pertaining to products, inventions,
innovations, designs, ideas, plans, trade secrets, proprietary information,
manufacturing, packaging, advertising, distribution and sales methods and
systems, sales and profit figures, customer and client lists, and relationships
between the Company and its affiliated corporations and dealers, distributors,
customers, clients, suppliers and others who have had or will have had business
dealings with the
2
Company and its affiliated corporations. The term "Confidential Information"
does not include information which (a) becomes generally available to the public
through no wrongful act on the part of ▇▇▇▇▇▇, (b) can be shown to have been
previously available to ▇▇▇▇▇▇ on a non confidential basis prior to its
disclosure to ▇▇▇▇▇▇ by the Company, or its representatives, (c) becomes
available to ▇▇▇▇▇▇ on a non confidential basis from a source other than the
Company or its representatives, or (d) is required to be disclosed by order of a
court of competent jurisdiction.
5. Controlling Agreement. In the event of any conflict between the terms
---------------------
of this Agreement, or the Asset Purchase Agreement, the terms of the Asset
Purchase Agreement shall control.
6. Construction. Words of any gender used in this Agreement shall be
------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.
7. Waiver. No course of dealing on the part of any party hereto or its
------
agents, or any failure or delay by any such party with respect to exercising any
right, power or privilege of such party under this Agreement or any instrument
referred to herein shall operate as a waiver thereof, and any single or partial
exercise of any such right, power or privilege shall not preclude any later
exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
8. Cumulative Rights. The rights and remedies of any party under this
------------------
Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
9. Invalidity. In the event any one or more of the provisions contained
----------
in this Agreement or in any instrument referred to herein or executed in
connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
10. Headings. The headings used in this Agreement are for convenience and
--------
reference only and in no way define, limit, simplify or describe the scope or
intent of this Agreement, and in no way effect or constitute a part of this
Agreement.
11. Excusable Delay. None of the parties hereto shall be obligated to
----------------
perform and none shall be deemed to be in default hereunder, if the performance
of a non-monetary obligation is prevented by the occurrence of any of the
following, other than as the result of the financial inability of the party
obligated to perform: acts of God, strikes, lock-outs, other industrial
disturbances, acts of terrorists, acts of a public enemy, wars or war-like
action (whether actual, impending or expected and whether de jure or de facto),
arrest or other restraint of governmental (civil or military) blockades,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
hurricanes, storms, floods, washouts, sink holes, civil disturbances,
explosions, breakage or accident to equipment or machinery, confiscation or
seizure by any government of public authority, nuclear reaction or radiation,
radioactive contamination or other causes, whether of the kind herein
enumerated, or otherwise, that are not reasonably within the control of the
party claiming the right to delay performance on account of such occurrence.
12. No Third-Party Beneficiary. Any agreement to pay an amount and any
----------------------------
assumption of liability herein contained, express or implied, shall be only for
the benefit of the undersigned parties and their respective successors and
permitted assigns (as herein expressly permitted), and such agreements and
assumptions shall not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be deemed to be a third-party beneficiary of this Agreement.
13. Law Governing. This Agreement shall be construed and governed by the
--------------
laws of the State of California, and all obligations hereunder shall be deemed
performable in Orange County, California.
3
14. Mediation and Arbitration. All disputes arising or related to this
---------------------------
Agreement must exclusively be resolved first by mediation with a mediator
selected by the parties, with such mediation to be held in Newport Beach,
California. If such mediation fails, then any such dispute shall be resolved by
binding arbitration under the Commercial Arbitration Rules of the American
Arbitration Association in effect at the time the arbitration proceeding
commences, except that (a) California law and the Federal Arbitration Act must
govern construction and effect, (b) the locale of any arbitration must be in
Newport Beach, California, and (c) the arbitrator must with the award provide
written findings of fact and conclusions of law. Any party may seek from a
court of competent jurisdiction any provisional remedy that may be necessary to
protect its rights or assets pending the selection of the arbitrator or the
arbitrator's determination of the merits of the controversy. The exercise of
such arbitration rights by any party will not preclude the exercise of any
self-help remedies (including without limitation, setoff rights) or the exercise
of any non-judicial foreclosure rights. An arbitration award may be entered in
any court having jurisdiction.
15. Attorneys' Fees. In the event that it should become necessary for any
---------------
party entitled hereunder to bring suit (including, but not limited to, any
mediation or arbitration) against the other party to this Agreement for a breach
of this Agreement, the parties hereby covenant and agree that the party who is
found to be in breach of this Agreement shall also be liable for all reasonable
attorneys' fees and costs of court incurred by the other party. Provided,
however, in the event that there has been no breach of this Agreement, whether
or not the transactions contemplated hereby are consummated, each party shall
bear its own costs and expenses (including any fees or disbursements of its
counsel, accountants, brokers, investment bankers, and finder's fees.
16. Assignment. This Agreement shall be binding upon and inure to the
----------
benefit of the successors of each of the parties hereto, but shall not be
assignable by either party without the prior written consent of the other party,
which consent shall be subject to such party's sole, absolute and unfettered
discretion.
17. Notices. All notices, requests, demands, and other communications
-------
hereunder shall be in writing and delivered personally or sent by registered or
certified United States mail, return receipt requested with postage prepaid, by
facsimile, or by e-mail, if to ▇▇▇▇▇▇, addressed to ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at
______________, telecopier _________, and e-mail __________; and if to the
Company, addressed to Mr. ▇▇▇▇ ▇▇▇▇▇ at Indiginet, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ telecopier (▇▇▇) ▇▇▇-▇▇▇▇, and e-mail
▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any party hereto may change its address upon 10 days'
written notice to any other party hereto.
18. Multiple Counterparts. This Agreement may be executed in one or more
----------------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. Entire Agreement. This instrument contains the entire Agreement of
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the parties with respect to the subject matter hereof, and may not be changed
orally, but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
IN WITNESS WHEREOF, this Agreement has been executed on the date first
written above.
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
INDIGINET, INC.
By
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▇▇▇▇ ▇▇▇▇▇, President
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