Exhibit 10
Material Contracts
10.1 MEMORANDUM OF UNDERSTANDING
Between
The National Gas Company of Trinidad Arm Tobago Limited
And
▇▇▇▇▇ International Corporation
MEMORANDUM OF UNDERSTANDING
INTRODUCTION
This Memorandum of Understanding ("MOU") is made this 17th
day of December, 1997 between ▇▇▇▇▇ International Corporation
(▇▇▇▇▇), a wholly-subsidiary of TV Communications Network, Inc.
(TVCN) located in Denver, Colorado, and The National Gas Company
of Trinidad and Tobago Limited (NGC) located in Point Lisas,
Trinidad.
PURPOSE
▇▇▇▇▇ is desirous of financing, building and operating a
gas conversion plant in Trinidad for the production of liquid
transportation fuels ("the Project"). Both parties agree to
develop the Project based on this MOU.
The major activity which will follow the execution of the
MOU will be the development of a Detailed Project Feasibility
Study by ▇▇▇▇▇ as described below under Section 13, Schedule of
Activities.
Sections 1 to 13 below have. been identified by ▇▇▇▇▇ to
describe the major aspects and activities of the Project.
1. Project Description
▇▇▇▇▇ proposes to build and operate a plant ("the
Plant") in Trinidad that would convert natural gas into high
quality liquid transportation fuels. The Plant will
initially convert about 100 million standard cubic feet of
natural gas per day into approximately 10,000 barrels per
day of finished products. These products will consists of
about 6,500 barrels per day of diesel, 2,500 barrels per day
of jet fuel (kerosene) and 1,500 barrels per day of naphtha.
▇▇▇▇▇ is prepared, once the Plant is on stream, to increase
the capacity of the Plant by installing additional modules
as more gas becomes available.
It is estimated that the initial site of the Plant will
require about 100 acres and access to facilities for loading
ocean-going tankers.
Approximately 130 people will be required to operate
and maintain the Plant.
2. Process Description
The Plant will utilize three basic operations to
convert the natural gas into high quality, finished
products. The three steps are syngas generation, ▇▇▇▇▇▇▇
Tropsch ("FT") synthesis and hydrocracking/ hydroisome-
rization. Each are discussed briefly below:
Syngas generation - operation consists of passing the
feedstock natural gas through a "guardcase" to remove any
trace sulfur compounds. The sulfur-free gas is then fed
into a partial oxidation reactor along with pure oxygen from
an air separation plant. This reactor, which operates at
high temperature, produces a mixture of hydrogen and carbon
monoxide syngas in the proper ratio for use in the next step
of the process. High energy value steam is generated by
cooling the reactor effluent This steam is used to provide
motive power for the operation of the Plant.
▇▇▇▇▇▇▇-Tropsch S ynthesis - The cooled syngas stream is fed
into a slurry bed reactor containing an iron-based catalyst.
The highly exothermic reaction that takes place polymerizes
the hydrogen/carbon monoxide gas mixture into hydrocarbons
with chain lengths up to about 200 carbon atoms. Heat is
removed from this reactor by generating steam for use in the
process. Water produced in the reactor is separated from
the hydrocarbon products and purified for use in the Plant
and for discharge from the Plant for other uses or disposal.
The crude wax-like product from the reactor is
fed into the next section of the Plant.
Hydrocracking/Hydroisomerization - The crude wax is fed into
a fixed catalyst bed reactor along with hydrogen recovered
from either the ▇▇▇▇▇▇▇-Tropsch off gas stream or from the
syngas stream. All the unsaturated hydrocarbons are
saturated with hydrogen. in this reactor and the hydrocarbon
chains are broken to yield hydrocarbons with chain lengths
limited to the product range. Some of the hydrocarbons are
also isomerized into highly desirable branched chain
compounds. Products from the reactor are separated into
finished products by distillation while any remaining long
hydrocarbon chains are recycled back to the reactor for
further cracking.
3. Technology
The Plant will be designed and constructed by a major
engineering, procurement and construction (EPC) contractor
experienced in the refining/petrochemical industry and
capable of handling a project of this size and complexity.
The Plant will be designed using state of the art
demonstrated technology and equipment that meets all United
States and/or Trinidad standards and regulations, whichever
are more stringent, including operating (safety, health,
etc.) as well, as environmental standards.
The syngas generating technology will consist primarily
of a partial oxidation reactor that will be licensed from a
major international oil company. Preliminary discussions
have been held with the proposed licensor and preliminary
design data have been evaluated.
Secrecy agreements have been executed with two
potential licensors of the ▇▇▇▇▇▇▇-Tropsch technology. Both
of the technologies available for license have been
evaluated along with catalyst systems developed by the U.S.
Department of Energy (MOE") and demonstrated in a scale-up
pilot plant at ▇▇▇▇▇▇▇, Texas. ▇▇▇▇▇ has an agreement
already negotiated with the entity responsible for
developing the best state-of-the-art catalyst for the DOE.
▇▇▇▇▇ intends to make a confirmation run once a specific gas
source and content have been identified. At the conclusion
of this demonstration run, ▇▇▇▇▇ will make a decision on
whether to use licensor technology or DOE developed
technology. If additional data are required, runs will be
scheduled to ensure availability when needed by the EPC
contractor.
The technology for hydrocracking/hydroisomerization of
the crude wax into finished products will be licensed from
an EPC contractor who has licensing rights for technology
developed by a major international oil company. Preliminary
licensing discussions have been held and preliminary
performance data has been evaluated.
4. Environmental
▇▇▇▇▇ is dedicated to designing, building and operating
a plant that will protect the environment and the citizens
of the Republic of Trinidad and Tobago. It will design,
build and operate the proposed plant to U.S. Environmental
Protection Agency standards or Republic of Trinidad and
Tobago standards, whichever are more stringent.
There are no known hazardous materials contained in the
products from the Plant or intermediate products in the
various process steps. Periodically, however, sorbents and
catalysts will need to be replaced. These materials contain
metals (zinc and platinum) which may be considered
hazardous. ▇▇▇▇▇ intends to recycle these spent materials to
smelters or catalyst manufacturers for recovery of the
metals.
The major effluent from the Plant other than carbon
dioxide is water produced in the ▇▇▇▇▇▇▇-Tropsch reaction.
This water will amount to about 10,000 barrels per day. It
will be treated within the Plant by removing particulates,
removing organics through steam stripping/distillation and
then biotreating to remove any residual organics. Part of
the treated water will be used in the plant water system and
the remainder will be discharged into the ocean or made
available for other uses such as agricultural.
5. Capital Cost Estimate
The preliminary capital cost estimate for the Plant has
been prepared by developing a process flowsheet, calculating
equipment sizes and operating requirements and then applying
factors to the major equipment costs which in many cases
were obtained by vendor quotes.
On this basis, the capital cost for the Plant has been
estimated at US$275 million. This estimate compares very
favorably to recently built methanol plants of similar size
and configuration thereby increasing confidence in the
preliminary estimate.
6. Marketing
Products from the Plant will be exported to the U.S. or
the European markets where they will be sold for use
primarily in environmentally sensitive areas to meet
increasingly stringent environmental standards. The
California market represents the initial target market area
where the products will be either sold directly into
existing distribution outlets or as blend stock to upgrade
petroleum based products.
Products from the Plant will be accumulated in on-shore
tanks of sufficient size to load ocean-going tankers.
7. Project Financing
Financing for the project has been structured on the
basis of a 70%-30% debt to equity ratio.
The proposed financing structure and the concept of a
project to convert natural gas into high quality liquid
transportation fuels have been reviewed with financial
entities such as ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the International Finance
Corporation (IFC), an affiliate of the World Bank, to
determine willingness to finance such a project and to
identify parameters that will be used to evaluate the
viability of the Project.
▇▇▇▇▇ will maintain a controlling interest in the
equity financing with the remainder of 'the equity capital
coming from Reema's financial investor partners.
The debt portion of the Project will be provided by
financial institutions such as ▇▇▇▇▇▇▇ ▇▇▇▇▇ and IFC, as
well as possible participation by major equipment vendors or
major contractors.
8. Business Structure
Development of the Project through the Detailed
Feasibility Study will be conducted solely by ▇▇▇▇▇.
As soon as the Detailed Feasibility Study is completed
and a decision to proceed is made, a corporation will be
formed to own and manage the Plant.
▇▇▇▇▇ anticipates that this corporation will execute a
contract with ▇▇▇▇▇ to manage all future operations of die
project including development design, construction,
operation and product marketing.
The corporate entity will consist of the equity
investors with voting Power directly related to their
proportion of the equity investment. This group will
function as a board of directors who, win establish policy,
guidelines and direction for day-to-day conduct of the
operation by ▇▇▇▇▇. The corporate entity will also be
responsible for representing the interests of the debt
financing group.
9. Gas Supply and Pricing
▇▇▇▇▇ proposes to enter into a 20 year gas supply
agreement with NGC for purchase of natural gas required for
the Plant and is requesting that NGC dedicate reserves of
0.75 trillion standard cubic feet of natural gas which can
deliver at least 33 billion standard cubic feet each year.
▇▇▇▇▇ has also requested a floor purchase price of US
$0.80 per million BTUs for the first seven years of plant
operation (or until the capital investment has been
recovered, whichever is first) increasing to US$1.00 per
million BTUs for the next five years and then o US$ 1. 10
per million BTUs for the remainder of. the 20 year contract.
Both NGC and ▇▇▇▇▇ shall negotiate a mutually
acceptable agreement regarding the supply of natural gas by
NGC to the Plant.
10. Site Location and Land Requirements
▇▇▇▇▇ is interested in selecting a potential plant site at
an early date in order to develop a site specific capital cost
estimate for off-site and infrastructure requirements. A site
containing at least 100 acres win be needed for the Plant.
Prime considerations in selecting the site will include
space availability for future expansion potential, access to
existing ocean-going tanker loading facilities, gas availability
at the plant battery limits, good soil load beating
characteristics which will minimize or eliminate the need for
piling' access by sea or rail for plant and construction
equipment or alternatively, access roads capable of handling the
required loads and reasonable access for the workforce.
Preliminary site visits have been made to the Point Lisas
area and the
La Brea area. Other potential locations such as adjacent to the
refinery have been considered but not investigated.
11. Infrastructure Requirements
Preliminary design for the Plant indicates that the Plant
will be self sufficient in power and Plant water.
Potable water will be needed for sanitary and drinking purposes.
The preliminary design has incorporated a septic waste
treatment system for sanitary waste, but external sewage
treatment will be utilized if available.
▇▇▇▇▇ anticipates that normal solid waste (non-hazardous)
generated in office, laboratory and maintenance facilities will
be disposed of in existing solid waste disposal sites on the
island. If not available, onsite facilities such as
incinerators, etc. will be provided.
▇▇▇▇▇ anticipates that road connections to the Plant site
will be capable of handling normal truck shipments and that
adequate communication systems will be available.
Access to facilities for loading products on the
ocean-going tankers will be required.
12. Financial Considerations Related to Trinidad
In order to build and operate a plant in ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
recognizes that it will be necessary to enter into agreements
with several different entities and that these agreements will
have a financial impact on the proposed project.
The agreements which will be required include the
following:
Dock Usage, - ▇▇▇▇▇ anticipates that it will be able to obtain
the rights to use dock facilities at several sites available by
paying a nominal dock charge of about US$1.00 per metric ton
handled. If dock facilities are not available at the site
selected, then ▇▇▇▇▇ would have to consider the possibility of
building suitable facilities at additional cost.
Land Rental - ▇▇▇▇▇ anticipates that it Will be able to enter
into a long lease agreement with the proper group for use of the
Plant site. ▇▇▇▇▇ understands that this lease will cost about
US$1.26 per square meter -with a to-be-negotiated front-end
payment and an escalation schedule.
Tax Depreciation - It is ▇▇▇▇▇'s understanding that the existing
tax depreciation schedule in Trinidad will allow an initial
depreciation of 20% followed by an annual allowance on the
declining balance of 15%.
Corporation Tax - it is Reema's understanding that Corporation
Tax will be
no more than 30%, by the time the Plant is placed in operation
and is requesting a Waiver of Corporation Tax for the first
seven years of operation or until the investment capital is
recovered whichever occurs first.
13. Schedule of Activities
As soon as the. MOU is signed, ▇▇▇▇▇ will assign a team to the
Project that will be responsible for developing a Detailed
Project Feasibility Study. This study, which will take about six
months to complete, will include the following steps:
Negotiate gas supply agreement with NGC;
Identify specific Plant sites and negotiate terms and
conditions;
Prepare Detailed Market Study and obtain Letters of Intent
Finalize process technology selection and initiate license
Agreement negotiations;
Initiate selection of EPC contractor;
Complete detailed Project economic analysis;
Initiate action to obtain debt and equity financing subject to
final review of Project economics; and
Initiate action to form corporation to own and manage the
Project.
Assuming that the Project's Detailed Feasibility Study is
acceptable and that the definitive agreements are executed, the
following action will be taken by ▇▇▇▇▇:
Complete financial arrangements; Select EPC contractor; Conclude
market agreements: Conclude site Lease agreement; Conclude
processing technology license agreements; and Initiate
engineering design.
It is estimated that three (3) years will. be required to design
and build the Plant after engineering design is initiated.
14. Responsibilities
▇▇▇▇▇ will be principally responsible for the activities
described in Section 13. ▇▇▇▇▇ shall also be responsible for
identifying and complying with laws, permits and requirements of
governmental agencies and private entities of the Republic of
Trinidad and Tobago necessary to construct and operate the Plant
and NGC shall provide any assistance it can in this regard. NGC
shall be responsible for supplying natural gas to the Plant upon
terms and conditions to be agreed between the parties.
15. Confidentiality
The parties agree not to disclose to any person any
Confidential Information during a period of five years from
the date of this MOU. Confidential Information shall me= all
information, technology and data acquired or obtained by a
Party from the other party relating to the Project
(including, in particular but without limitation, all
financial and other information), as well as the terms of
this MOU; provided, however, that Confidential information
shall not include information which is available or which
becomes available to the public (other than as a result of a
disclosure by the party asserting the right to disclose the
Confidential Information). This agreement not to disclose
shall not apply to the following disclosures:
(a) disclosures required (1) in compliance with applicable
Laws or any order of any court; or (ii) by any securities
exchange or regulatory or other governmental body to which a
party is subject or submits, wherever situated, whether or
not the requirement for information has the force of Law;
(b) disclosures required to any employees, officers, directors,
affiliates (according to the relevant national legislation),
professional advisers, contractors or auditors Of Or to the
Parties in each case for the proper performance of their
restive obligations, duties or services; provided that (i) the
parties shall ensure that such employees, ▇ ▇▇▇ , direct
affiliates.
Professional advisers, contractors and auditors will act as if
bound by the provisions of this Section 15 and (ii) any further
disclosure by such employees, officers. directors, affiliates,
professional advisers, contractors and all ditcjrs pursuant to
sub-sections (a), (b) or (c) shall be made only after the other
Party has given prior written consent; an
(c) disclosures whereby the other party has given prior written
consent: provided that (i) all such persons to whom this
information is disclosed are informed in writing in advance of
the confidential nature of such information; (ii) such party
shall procure that such persons will art as if bound by the
provisions of this Section 15; and (iii) any further disclosure
by such persons pursuant to sub-section (a), (b) or (c) shall be
made only after consultation with the other party.
Nothing in this MOU shall be construed as granting any party
any rights of any kind in any Confidential Information. Each
party shall Iftnit its use of the Confidential Information to
activities connected to the Project.
16. Term of MOU
This MOU shall be valid for a period of one (1) year
from the ▇▇▇▇ Of this MOU provided, however, that the
provisions set out in Section 15 above shall remain in force
and effect for a eriod of five (5) years from the date of
this MOU.
17. Status of MOU
This MOU sets forth the understandings of the parties
hereto, and, except for the provisions of Section 15 which
shall be legally binding between the parties, does not
create and is not intended to create any legally binding
obligations between the arties. The parties agree that this
MOU does not confer any binding commitments on the parties
and either party is free to withdraw from the MOU a any time
without liability or obligation to the other party. Further,
the parties agree that. notwithstanding the results to be
obtained from the feasibility studies referred to herein or
any other matters or studies pertaining to this MOU or
arising therefrom, nothing herein shall be construed as
creating a binding commitment (either expressly or by
implication) to proceed 4 with the Project. Any action taken
by either party herein in reliance on his MOU shall be at
that party's own risk.
This MOU sets forth the entire discussions and
understandings between the parties or any of them is
relation to and inconnection with the Project and supersedes
and negates any previous understandings between all or any
of the parties in relation to all or any of the matters
mentioned herein and the parties acknowledge that none of
them has been induced to execute this MOU by any
representation or warranty other than as are contained
herein.
IS. Amendment
This MOU shall not be amended except with the consent
of the parties herein.
19. Community Participation
▇▇▇▇▇ recognizes that construction and operation of
the Project will have a significant impact on the local
economy and communities.
As a matter of policy, ▇▇▇▇▇ will provide training for
residents of the Republic of Trinidad and Tobago involved
in constructing and operating the Plant. Residents will be,
employed to the fullest extent possible.
In addition, ▇▇▇▇▇ is prepared to discuss with the
appropriate government officials, the possibility of
providing assistance in areas such as schools, roads,
environmental, training, safety, security, emergency
services, etc. that way be impacted by the Project.
This Agreement is entered into this 17 'day of
Der-ember, 1997 on behalf of The National Gas Company of
Trinidad and Tobago, Limited and ▇▇▇▇▇ International
Corporation by:
President Senior Vice President
The National Gas Company ▇▇▇▇▇ International
of Trinidad and Tobago Limited Corporation
ACQUISITION AGREEMENT
This Agreement is entered into this of May, 1999 by and between
BeWell Net Corporation ("Buyer"), whose main office is at ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and TV
Communications Network, Inc. ("TVCN"), whose main office is at
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 1, and Planet
Internet Corporation "Planet"), whose main office is at ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. TVCN and Planet
may be referred to after herein as "Sellers".
WITNESSETH
Whereas Planet has developed an ISP business and owns certain
assets that include, bid not limited to, domain names, customer
base, equipment, etc ("Assets"). Planet also has certain
liabilities and obligations that, include, but not limited to,
lease payments to Ascend Credit and an unpaid balance to ICG;
and
Whereas, Planet, a Colorado corporation, is an ISP offering
Internet services in Colorado; and
Whereas, Planet is a wholly owned subsidiary of TVCN, also a
Colorado corporation; and
Whereas, BeWelL a privately held Colorado corporation, is an ISP
offering internet services nationwide; and
Whereas, ▇▇▇▇▇▇ is desirous of acquiring, and TVCN is desirous
of selling all of the outstanding shares of Planet's common
stock; and
Whereas the acquisition will include all assets of Planet, and
certain lease obligations, but
will exclude other liabilities. I
NOW THEREFORE, in consideration of the above said desires and
expressions, the terms and conditions set forth herein, and for
other valuable considerations, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows:
BeWell shall acquire from TVCN, and TVCN shall sell to BeWell
all of the shares of no par value cornmon stock of Planet, which
shares are the total issued and outstanding shares of Planet. In
exchange, BeWell shall issue to TVCN, and TVCN` shall receive
-an equivalent purchase price of $1,746,515.00 ("Purchase
Price") as follows:
As of April 30, 1999, Planet has an outstanding unpaid balance
due to ICG in the approximate amount of $42,469.25 ("ICG Debt").
Upon the signing of this Agreement, TVCN shall pay to BeWell 50%
of the ICG Debt or $21,234.63. BeWell shall assume the
responsibility of paying off the entire ICG Debt. The Purchase
Price shall be reduced by an amount equal to 50% of the ICG
Debt, or $21,234.63.
TVCN/Planet have purchased certain equipment from Ascend
Communications Corp. ("Ascend") pursuant to a lease ("Ascend
Lease") with Ascend Credit, as more described in item 2.3 as
shown in Exhibit C. The exact amount of the unpaid and pay off
balance due to Ascend Credit is not known at this time, but it
is estimated to be approximately $208,642.63. BeWell shall
assume the Ascend Lease and be responsible for making all -lease
payments. The Purchase Price shall be further reduced by an
amount equal to the --,unpaid and pay off balance of the Ascend
Lease as of the date of this Agreement.
The Purchase Price resulting from the assumption of the ICG Debt
and the Ascend Lease above shall be referred to as the Net
Purchase Price. BeWell shall issue to TVCN restricted shares of
BeWell's $0.001 par value common stock in an amount equal to the
Net Purchase Price divided by five dollars ($5.00).
Planet is renting office space pursuant to a lease expiring on
June 4, 1999. All office rents under such lease are current.
Upon expiration, the lease will go from month to month. BeWell
shall assume said lease and comply with its terms upon the
signing of this Agreement. TVCN/Planet have made a deposit with
the owner of the office. It is not clear at this time whether
this deposit is $3,000.00 or less. Upon the termination of the
office lease or vacating the office space, any refund on such
deposit shall be paid to TVCN.
1.5 TVCN/Planet may have other leases and obligation that are
related or incidental to carrying on the daily operations of its
internet services. TVCN shall be responsible for all liabilities
and obligations that have accumulated as of the date of this
Agreement. Thereafter, BeWell shall assume such liabilities and
obligations.
All other obligations and liabilities that have accumulated as
of the date of this Agreement shall be the responsibility of
TVCN. All cash received, and benefits from depreciation,
amortization, losses, or tax credits, etc. as of the closing day
and date of this Agreement shall be vested in TVCN.
Any obligations, debts and liabilities not disclosed buy TVCN
within this remain the obligations, debts and liabilities of
TVCN after the close of this transaction.
Whereas TVCN is a publicly traded company. and therefore may be
required by the SEC or other governmental agencies to make
certain filings relevant to the sale of Planet Internet. TVCN
agrees to assume all financial and legal obligations and
liabilities' regarding any such regulatory requirements
All cash and benefits received, and all liabilities and
obligations after the date of this Agreement shall be vested in
BeWell.
Certain payments may be made before or after the signing of
this Agreement for services rendered before and after this
Agreement. Such payments shall be prorated between the parties.
SELLER'S COVENANTS, & WARRANTIES AND REPRESENTATIONS
Planet is 'a wholly owned subsidiary of TVCN. All of Planet's
known assets and liabilities
are listed in Planet's balance sheet attached herewith as
Exhibit A, and incorporated herein
by this reference.
Planet has about 780 subscribers of dial-up customers and
business accounts. They generated revenues of $20,3 83.25,
$26,872.98 and $2 7,67 9.09 during the months of February, March
and April, 1999, respectively. A summary of the revenues and
assets are shown in Exhibit B, which is attached herewith and
incorporated herein by this reference.
Planet has purchased equipment from Ascend at a cost of
approximately $550,150.00, of which certain equipment was
purchased pursuant to a lease ("Ascend Lease") dated 7/14/97
between Ascend Credit and TVCN/Planet for $361,050.00. The
equipment underlying the Lease had a market value of S722,050.00
and was purchased for $361,050.00, of which more than
S201,445.24 has already been paid as of this date. The Lease is
for 37 months. The Lease and the underlying equipment is
attached herewith as Exhibit C, and incorporated herein by this
reference.
In connection with the Ascend equipment, Planet returned
certain equipment to Ascend in December 1997, for which a
Credit Memo was issued by Ascend in favor of TVCN for the
amount of $256,250.00 as shown in Exhibit D attached herewith
and incorporated by this reference. The Credit Memo was
discovered recently by TVCN accounting and is being discussed
between TVCN and Ascend and Ascend Credit. It is too early to
determine the outcome of the discussion. The following are
possible scenarios:
Ascend may deny issuing the Credit Memo, in which event the
unpaid balance of the Lease (Exhibit C), will not be affected.
Pursuant to the Credit Memo, Ascend may give TVCN/Planet a full
or partial credit ("Memo Credit"). The Memo Credit may be
applied towards the Lease, or towards purchasing additional
equipment from Ascend, or may reimburse TVCN in cash as
negotiated and agreed upon between TVCN and Ascend. In the
event that the Memo Credit is in cash, the amount shall be paid
to TVCN without any effect on the Lease. In the event that the
Memo Credit is applied to the Lease, the lease payments will be
either reduced or eliminated depending upon the amount of the
Memo Credit applied. In this event, the amount of the Memo
Credit applied shall be treated as equity investment by TVCN
into BeWell for which BeWell shall issue additional shares to
TVCN at the rate of $5.00 per share. In the event the Memo
Credit is applied towards the purchase of additional equipment
from Ascend, TVCN shall transfer such credit to BeWell to allow
BeWell to utilize such credit for buying equipment from Ascend,
in which event, the credit transferred to BeWell shall be
treated as a further investment by TVCN into BeWell, for which
BeWell shall issue to TVCN restricted shares of BeWell's common
stock at the rate of $5.00 per share.
▇▇▇▇▇▇'S COVENANTS, WARRANTIES AND REPRESENTATIONS
BeWell represents and warrants that it is a privately-held
Colorado Corporation duly authorized to do business in the state
of Colorado and many other states. The total authorized shares
of BeWell consist of 20 million shares of $0. 00 1 par value
common stock, of which approximately seven (7) million shares
are issued and outstanding.
BeWell has a customer base of approximately 28,000 subscribers.
▇▇▇▇▇▇ had received an offer to be acquired by a third party
at an acquisition price of about $30.0 million, which offer
was rejected by BeWell management
BeWell is presently contemplating a private offering of one
million shares of its common stock to raise up to $ five
million at an offering price of $5.00 per share. BeWell may
file in the future a registration statement for a possible
public offering, in which event the restricted shares issued to
TVC`N under this Agreement shall be included in the
registration statement so as to remove the restricted status.
Planet currently host a web site for TVCN and offers TVCN
several e-mail addresses. BeWell hereby agrees to continue to
host of TVCN's web site and seven e-mail addresses at no charge
to TVCN for 3 years.
BeWell will use its best efforts to effectuate the transaction
contemplated by the Agreement and to fulfill all the conditions
of the Buyer under this Agreement, and will do a acts and things
as may be required to carry out its obligations under this
Agreement. If for any reason, this Agreement is not closed,
neither BeWell or TVCN will not disclose to third parties any
confidential information received from TVCN and obtained by
▇▇▇▇▇▇ in the course of investigating, negotiating, and
performing the transaction contemplated by this Agreement
4. COMPLIANCE WITH LAW
The Sellers' use and ownership of the Assets have been and
continue to be in compliance with all applicable federal, state,
local or other governmental laws or ordinances, the non- with
which, or the violation of which, might have a material adverse
affect on he Assets, and the Sellers have received no claim or
notice of violation with respect hereto.
5. TITLE TO ASSETS
Other than the assets underlying the Ascend Lease, The Sellers
warrant to the Buyer that the Sellers hold good and marketable
title to the Assets, free and clear of restrictions on or
conditions to transfer or assignment, and free and clear of all
liens pledges, charges, or encumbrances of any kind.
INTELLECTUAL PROPERTY RIGHTS
The Sellers represent to Buyer that Sellers own, possess, or
have the right to use all intellectual property rights necessary
to or required for the use of the Assets. Sellers further
represent that no royalties or other amounts are payable by the
Sellers to other persons, or entitled by reason of the ownership
or the use of the Assets.
LITIGATION
The Sellers represent to the Buyer that Sellers have no
knowledge of any claim, litigation, proceeding, or
investigation pending or threatened against the Sellers that
might result in any material adverse change in the condition or
subsequent use of the Assets being conveyed under this
Agreement.
8. EFFECTIVE DATE:
This Agreement shall go into effective upon its execution and
become binding upon the parties herein and their successors,
assignees and heirs.
9. ▇▇▇▇▇▇▇' INDEMNIFICATION
The Sellers hereby agree to indemnify and hold the Buyer, its
successors, and assignees harmless from and against (i) any and
all damages, losses, claims, liabilities, deficiencies and
obligations of every kind and description, contingent or
otherwise arising out of or related to the use of the Assets
purchased by the Buyer resulting from Sellers' prior or
subsequent breach of contract, negligent, or intentional bad
action; (ii) any and all damages or deficiency resulting from
any material misrepresentation, breach of warranty or covenant,
or nonfulfillment of any provision of the Agreement by the
Sellers, and (iii) any and all actions, suits, claims,
proceeding, investigations, audits, demands, assessments, fines,
judgements, costs and other expenses (including, without
limitation, reasonable audit and attorney's fees) incident to
any of the foregoing.
10. ▇▇▇▇▇'S INDEMNIFICATION
The Buyer hereby agrees to indemnify and hold TVCN, its
successors, and assignees harmless from and against (i) any and
ail damages, losses, claims, liabilities, deficiencies and
obligations of every kind and description, contingent or
otherwise arising out of or related to the business of Planet,
which may result after the date of this Agreement; (ii) any and
all damages or deficiency resulting from any material
misrepresentation, breach of warranty or covenant, or
nonfulfillment of any provision of the Agreement by the Buyer,
and (iii) any and all actions, suits, claims, proceedings,
investigations, audits, demands, assessments, fines, judgements,
costs and other expenses (including, without limitation,
reasonable audit and attorney's fees) incident to any of the
foregoing.
NOTICES
Any notices permitted or required under this Agreement shall be
deemed given upon the date of personal delivery or 48 hours
after deposit in the United States mail, postage fully prepaid,
return receipt requested, addressed to: SELLER: TVCN ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
BUYER: BEWELL NET, CORPORATION
P.O. Box 126
Parker, CO 80134
WAIVER
Failure of either party at any time to require performance of
any provision of this Agreement shall not limit the parry's
right to enforce the provision, nor shall any waiver of any
breach of any provision be a waiver of any succeeding breach of
any provision or a waiver of the provision itself or any other
provision.
LAW GOVERNING
This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado.
ATTORNEY FEES
In the event an arbitration, mediation, suit or action is
brought by any party under this Agreement to enforce any of its
terms, or in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorney's
fees.
ENTIRE A
This Agreement contains the entire understanding between the
parties and supersedes any prior understandings and agreements
between the parties representing the subject matter of the
Agreement.
SUBSEQUENT AGREEMENTS
All subsequent agreements between the parties involving any or
part of this Agreement shall be in writing.
AG BINDING
This Agreement shall be binding upon the hem, executors,
administrators, successors, and assignees of the parties
hereto.
FURTHER ACTION
The parties hereto shall execute and deliver all documents,
provide all information, and take or forbear from all such
action as may be necessary or appropriate to achieve the
purposes of this Agreement.
PARTS COUNTER
This Agreement may be executed in several parts counter, and all
so executed shall constitute one Agreement, binding on all of
the parties here to even though all the parties are not
signatories to the original or the same part counter.
PARTIES IN INTEREST
Nothing herein shall be construed to be to the benefit of any
third party, nor is it intended that any provision shall be for
the benefit of any third Party.
SAVINGS CLAUSE
If any provision of this Agreement, or the application of such
provision to any person, entity or circumstances, shall be held
invalid, the remainder of this Agreement, or the application of
such provision to persons, entities or circumstances other than
those as to which it is held invalid, shall not be affected
thereby.
In WITNESS WHEREOF, the parties have executed this Agreement
the date and day above written.
Be Well Net or Buyer TVCN
By: By:
Title: CEO Title:
EXHIBIT 21
TV Communications Network, Inc.
Subsidiary Schedule State of. Incorporation Operates As:
Century 21 Mining, Inc CA Century 21 Mining [inactive]
International Exports, Inc. DE International Exports[inactive]
International Integrated International Integrated
Systems, Inc. DE Systems (inactive]
JBA Wholesalers, Inc. GA JBA Wholesalers
Mining and Energy
International DE MEICO Corporation
Page TVCN, Inc. DE Page TVCN or Airtek
Planet Internet Corporation CO Planet Internet [sold]
▇▇▇▇▇ International, Inc. DE ▇▇▇▇▇
TVCN International, Inc. DE TVCN International
TVCN of California, Inc. CA TVCN of California
TVCN of Kansas, Inc. CO TVCN of Kansas
TVCN of Michigan, Inc. DE TVCN of Michigan [inactive]
TVCN of Washington D.C., Inc. DE TVCN of Washington D.C.[inactive]