SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)
Browsesafe, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
11664-1101
(CUSIP Number)
Robert C. Weaver, Jr., Esq.
721 Devon Court
San Diego, California 92109
(858) 488-4433
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
*The Form 10-SB filed by BrowseSafe.com, Inc. became automatically effective
on January 22, 2000 but all comments from the SEC were not cleared until
March 22, 2000.
CUSIP No. 11664-1101
1. Name of Reporting Person
California Applied Research, Inc.
S.S. or I.R.S. Identification Nos. of above person
2 Check the appropriate box if a member of a group (a) [ ]
(b) [X]
3 SEC use only
4 Source of funds OO
5 Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e) _____
6 Citizenship or place of organization USA
7. Sole Voting Power: 6,000,000
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,000,000
Person
With
10. Shared Dispositive Power: 0
11 Aggregate amount beneficially owned by each
reporting person 6,000,000
12 Check box if the aggregate amount in row (11)
excludes certain shares* ______
13 Percent of class represented by amount in row (11) 24.3% (1)
14 Type of reporting person* CO
(1) Based on a total of 24,675,346 shares outstanding as of March 30, 2000.
INTRODUCTION
The information contained in this statement is as of the date hereof, unless
otherwise expressly provided herein.
Item 1. Security and Issuer.
Common Stock, Par Value $0.001 Per Share
Browsesafe, Inc.
Item 2. Identity and Background.
(a) Name: California Applied Research, Inc.
(b) Address: 521 N. Central, Suite 800, Glendale, CA 91203
(c) Present principal occupation: Internet credit reporting and auction
sales.
(d) During the last five years, no Filing Party has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Filing Party was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: As to all Filing Parties, USA.
Item 3. Source and Amount of Funds or Other Consideration
Cash in the amount of $3,000,000.
Item 4. Purpose of Transaction.
As to all Filing Party, acquired in a merger transaction and as an officer
and director, for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate number Percentage
California Applied Research, Inc. 6,000,000 24.3%
(b)
California Applied Research, Inc.
Sole power to vote or direct the vote: 6,000,000
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 6,000,000
Shared power to dispose or to direct the disposition: 0
(c) Transactions in the past sixty days or since the most recent filing
of Schedule 13D, whichever is less: Acquisition of 6,000,000 common shares.
(d) Not applicable
(e) Date ceased to be the beneficial owner of more than 5% of the class
of security: Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Reporting Person has Registration Rights granted by issuer.
Except as set forth herein, there are no contracts, arrangements,
understandings, agreements or relationships (legal or otherwise) among the
persons named in Item 2 herein and between such persons and any person with
respect to the securities of the Company.
Item 7. Materials to be filed as Exhibits.
Exhibit A Registration Rights Agreement
Signature
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: 3/30/00
California Applied Research, Inc.
By:/s/_________________________
Edwin Mossaian, President
[DESCRIPTION] SC 13D, CALIF APPLIED, BROWSESAFE, 000330
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18U.S.C. 1001)
[DESCRIPTION] Exhibit A Registration Rights Agreement
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into
as of February 10, 2000, by and among, BROWSESAFE.COM, INC., a corporation
duly incorporated and existing under the laws of the State of Nevada (the
"Company"), California Applied Research, Inc., a Nevada corporation
(hereinafter referred to as "Purchaser"), and Michael Mercier (hereinafter
referred to as "Finder").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Offering") of up to Six
Million (6,000,000) common shares to purchase common shares of the Company
pursuant to that certain Letter of Agreement dated February 10, 2000
herewith (the "Letter Agreement") between the Company and the Purchaser,
the Company has agreed to sell and the Purchaser has agreed to purchase, as
provided in the Letter Agreement, shares of the Company's Common Stock for
a maximum amount of 6,000,000 common shares;
WHEREAS, pursuant to the terms of the Letter Agreement, the Company
has agreed to issue to the Finder up to 550,000 Warrants to purchase a
number of shares of Common Stock, exercisable for five (5) years from their
respective dates of issuance (collectively, the "Finder Warrants" or the
"Warrants"); and
WHEREAS, pursuant to the terms of the Letter Agreement, the Company
has agreed to provide the Purchaser and Finder with certain registration
rights with respect to the Common Stock to be issued in the Offering and
the Common Stock issuable upon exercise of the Finder Warrants as set forth
in this Registration Rights Agreement.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Certain Definitions. As used in this Agreement (including the
Recitals above), the following terms, not already defined, shall have the
following meanings (such meanings to be equally applicable to both singular
and plural forms of the terms defined):
"1934 Act" shall mean the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.
"Additional Registration Statement" shall have the meaning set forth
in Section 3(b).
"Amended Registration Statement" shall have the meaning set forth in
Section 3(b).
"Common Stock" shall mean the common stock, par value $0.001, of the
Company.
"Due Date" shall mean the date that is two hundred twenty five (225)
days from the date of this Agreement.
"Effective Date" shall have the meaning set forth in Section 2.4.
"Filing Date" shall mean the date that is one hundred and eighty
(180) days after the date of the Letter of Agreement.
"Holder" shall mean Purchaser and/or Finder, and any other person or
entity owning or having the right to acquire Registrable Securities or any
permitted assignee thereof;
"Ineffective Period" shall mean any period of time that the
Registration Statement or any Supplemental Registration Statement becomes
ineffective or unavailable for use for the sale or resale, as applicable,
of any or all of the Registrable Securities for any reason (or in the event
the prospectus under either of the above is not current and deliverable)
during any time period required under the Registration Rights Agreement.
"Piggyback Registration" and "Piggyback Registration Statement" shall
have the meaning set forth in Section 4.
"Register," "Registered," and "Registration" shall mean and refer to
a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended
(the "Act"), and pursuant to Rule 415 under the Act or any successor rule,
and the declaration or ordering of effectiveness of such registration
statement or document.
"Registerable Securities" shall have the meaning set forth in Section
2.1.
"Registration Statement" shall have the meaning set forth in Section
2.2.
"Rule 144" shall mean Rule 144, as amended, promulgated under the
Act.
"Supplemental Registration Statement" shall have the meaning set
forth in Section 3(b).
"Warrant Shares" shall mean shares of Common Stock issuable upon
exercise of any Warrant.
2. Required Registration.
2.1 Registrable Securities. "Registrable Securities" shall
mean those shares of the Common Stock of the Company together with any
capital stock issued in replacement of, in exchange for or otherwise in
respect of such Common Stock, that are: (i) issuable or issued to the
Purchaser pursuant to the Letter of Agreement or in this Agreement, and
(ii) issuable or issued to the Finder upon exercise of the Finder Warrants;
provided, however, that notwithstanding the above, the following shall not
be considered Registrable Securities:
(a) any Common Stock which would otherwise be deemed to
be Registrable Securities, if and to the extent that those shares of Common
Stock may be resold in a public transaction without volume limitations or
other material restrictions without registration under the Act, including
without limitation, pursuant to Rule 144 under the Act; and
(b) any shares of Common Stock which have been sold in a
private transaction in which the transferor's rights under this Agreement
are not assigned.
2.2 Filing of Initial Registration Statement. The Company
shall, by the Filing Date, file a registration statement ("Registration
Statement") on Form SB-2 (or other suitable form, at the Company's
discretion, but subject to the reasonable approval of Purchaser), covering
the resale of a number of shares of Common Stock as Registrable Securities
equal to at least Six Million Five Hundred and Fifty Thousand (6,550,000)
shares of Common Stock and shall cover, to the extent allowed by applicable
law, such indeterminate number of additional shares of Common Stock that
may be issued or become issuable as Registrable Securities by the Company
pursuant to Rule 416 of the Act.
2.3 [Intentionally Left Blank].
2.4 Registration Effective Date. The Company shall use its
best efforts to have the Registration Statement declared effective by the
SEC (the date of such effectiveness is referred to herein as the "Effective
Date") by the Due Date.
2.5 [Intentionally Left Blank].
2.6 [Intentionally Left Blank].
2.7 Shelf Registration. The Registration Statement shall be
prepared as a "shelf" registration statement under Rule 415, and shall be
maintained effective until all Registrable Securities are resold pursuant
to such Registration Statement, but in no event later than October 10,
2006.
2.8 Supplemental Registration Statement. Anytime the
Registration Statement does not cover a sufficient number of shares of
Common Stock to cover all outstanding Registrable Securities, the Company
shall promptly prepare and file with the SEC such Supplemental Registration
Statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Act with
respect to the disposition of all such Registrable Securities and shall use
its best efforts to cause such Supplemental Registration Statement to be
declared effective as soon as possible.
3. Obligations of the Company. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the
Company shall, as expeditiously and reasonably possible:
(a) Prepare and file with the Securities and Exchange
Commission ("SEC") a Registration Statement with respect to such
Registrable Securities and use its best efforts to cause such Registration
Statement to become effective and to remain effective until all Registrable
Securities are resold pursuant to such Registration Statement.
(b) Prepare and file with the SEC such amendments and
supplements to such Registration Statement and the prospectus used in
connection with such Registration Statement ("Amended Registration
Statement") or prepare and file any additional registration statement
("Additional Registration Statement," together with the Amended
Registration Statement, "Supplemental Registration Statements") as may be
necessary to comply with the provisions of the Act with respect to the
disposition of all securities covered by such Supplemental Registration
Statements or such prior registration statement and to cover the resale of
all Registrable Securities.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.
(d) Use its best efforts to register and qualify the
securities covered by such Registration Statement under such other
securities or Blue Sky laws of the jurisdictions in which the Holders are
located, of such other jurisdictions as shall be reasonably requested by
the Holders of the Registrable Securities covered by such Registration
Statement and of all other jurisdictions where legally required, provided
that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) [Intentionally Omitted].
(f) As promptly as practicable after becoming aware of such
event, notify each Holder of Registrable Securities of the happening of any
event of which the Company has knowledge, as a result of which the
prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, use its best efforts promptly to prepare a supplement
or amendment to the Registration Statement to correct such untrue statement
or omission, and deliver a number of copies of such supplement or amendment
to each Holder as such Holder may reasonably request.
(g) Provide Holders with notice of the date that a
Registration Statement or any Supplemental Registration Statement
registering the resale of the Registrable Securities is declared effective
by the SEC, and the date or dates when the Registration Statement is no
longer effective.
(h) Provide Holders and their representatives the opportunity
and a reasonable amount of time, based upon reasonable notice delivered by
the Company, to conduct a reasonable due diligence inquiry of Company's
pertinent financial and other records and make available its officers and
directors for questions regarding such information as it relates to
information contained in the Registration Statement.
(i) Provide Holders and their representatives the opportunity
to review the Registration Statement and all amendments or supplements
thereto prior to their filing with the SEC by giving the Holder at least
ten (10) business days advance written prior to such filing.
(j) Provide each Holder with prompt notice of the issuance by
the SEC or any state securities commission or agency of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceeding for such purpose. The Company shall use its
best efforts to prevent the issuance of any stop order and, if any is
issued, to obtain the removal thereof at the earliest possible date.
(k) Use its best efforts to list the Registrable Securities
covered by the Registration Statement with all securities exchanges or
markets on which the Common Stock is then listed and prepare and file any
required filing with the NASD, American Stock Exchange, NYSE and any other
exchange or market on which the Common Stock is listed.
4. Piggyback Registration. If anytime prior to the date that the
Registration Statement is declared effective or during any Ineffective
Period (as defined in the Letter Agreement) the Company proposes to
register (including for this purpose a registration effected by the Company
for shareholders other than the Holders) any of its Common Stock under the
Act in connection with the public offering of such securities solely for
cash (other than a registration relating solely for the sale of securities
to participants in a Company stock plan or a registration on Form S-4
promulgated under the Act or any successor or similar form registering
stock issuable upon a reclassification, upon a business combination
involving an exchange of securities or upon an exchange offer for
securities of the issuer or another entity), the Company shall, at such
time, promptly give each Holder written notice of such registration (a
"Piggyback Registration Statement"). Upon the written request of each
Holder given by fax within ten (10) days after mailing of such notice by
the Company, the Company shall cause to be included in such registration
statement under the Act all of the Registrable Securities that each such
Holder has requested to be registered ("Piggyback Registration") to the
extent such inclusion does not violate the registration rights of any other
security holder of the company granted prior to the date hereof; provided,
however, that nothing herein shall prevent the Company from withdrawing or
abandoning such registration statement prior to its effectiveness.
5. Limitation on Obligations to Register under a Piggyback
Registration. In the case of a Piggyback Registration pursuant to an
underwritten public offering by the Company, other than a "private equity
line," if the managing underwriter determines and advises in writing that
the inclusion in the registration statement of all Registrable Securities
proposed to be included would interfere with the successful marketing of
the securities proposed to be registered by the Company, then the number of
such Registrable Securities to be included in the Piggyback Registration
Statement, to the extent such Registrable Securities may be included in
such Piggyback Registration Statement, shall be allocated among all Holders
who had requested Piggyback Registration pursuant to the terms hereof, in
the proportion that the number of Registrable Securities which each such
Holder seeks to register bears to the total number of Registrable
Securities sought to be included by all Holders. If required by the
managing underwriter of such an underwritten public offering, the Holders
shall enter into a reasonable agreement limiting the number of Registrable
Securities to be included in such Piggyback Registration Statement and the
terms, if any, regarding the future sale of such Registrable Securities.
6. Dispute as to Registrable Securities. In the event the Company
believes that shares sought to be registered under Section 2 or Section 4
by Holders do not constitute "Registrable Securities" by virtue of Section
2.1 of this Agreement, and the status of those shares as Registrable
Securities is disputed, the Company shall provide, at its expense, an
Opinion of Counsel, reasonably acceptable to the Holders of the Securities
at issue (and satisfactory to the Company's transfer agent to permit the
sale and transfer), that those securities may be sold immediately, without
volume limitation or other material restrictions, without registration
under the Act, by virtue of Rule 144 or similar provisions.
7. Furnish Information. At the Company's request, each Holder
shall furnish to the Company such information regarding Holder, the
Registrable Securities held by it, and the intended method of disposition
of such securities to the extent required to effect the registration of its
Registrable Securities or to determine that registration is not required
pursuant to Rule 144 or other applicable provision of the Act. The Company
shall include all information provided by such Holder pursuant hereto in
the Registration Statement, substantially in the form supplied, except to
the extent such information is not permitted by law.
8. Expenses. All expenses, other than commissions and fees and
expenses of counsel to the selling Holders, incurred in connection with
registrations, filings or qualifications pursuant hereto, including
(without limitation) all registration, filing and qualification fees,
printers' and accounting fees, fees and disbursements of counsel for the
Company, shall be borne by the Company.
9. Indemnification. In the event any Registrable Securities are
included in a Registration Statement under this Agreement:
(a) (i) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the officers, directors, partners,
legal counsel, and accountants of each Holder, any underwriter (as defined
in the Act, or as deemed by the Securities Exchange Commission, or as
indicated in a registration statement) for such Holder and each person, if
any, who controls such Holder or underwriter within the meaning of Section
15 of the Act or the Securities Exchange Act of 1934, as amended (the "1934
Act"), against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Act, the 1934 Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon
any of the following statements or omissions: (i) any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or (ii) the
omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not
misleading, and the Company will reimburse each such Holder, officer or
director, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided, however, that
the indemnity agreement contained in this subsection 9(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability,
or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company
be liable in any such case for any such loss, claim, damage, liability, or
action to the extent that it arises out of or is based upon a violation
which occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by any
such Holder, officer, director, underwriter or controlling person; provided
however, that the above shall not relieve the Company from any other
liabilities which it might otherwise have.
(ii) To the extent permitted by law, each Holder will
indemnify and hold harmless the Company, its officers, directors, partners,
legal counsel, and accountants, any underwriter (as defined in the Act, or
as deemed by the Securities Exchange Commission, or as indicated in a
registration statement) for the Company and each person, if any, who
controls such Company or underwriter within the meaning of Section 15 of
the Act or the Securities Exchange Act of 1934, as amended (the "1934
Act"), against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Act, the 1934 Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon
any of the following statements or omissions made by such Holder: (i) any
untrue statement or alleged untrue statement of a material fact contained
in such registration statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements
thereto, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the
statements therein not misleading, and such Holder will reimburse the
Company, its officer or director, underwriter or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this
subsection 9(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected
without the consent of such Holder (which consent shall not be unreasonably
withheld), nor shall such Holder be liable in any such case for any such
loss, claim, damage, liability, or action to the extent that it arises out
of or is based upon a violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in
connection with such registration by the Company, its officer, director,
underwriter or controlling person; provided however, that the above shall
not relieve such Holder from any other liabilities which it might otherwise
have.
(b) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 9,
deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume, the defense thereof
with counsel mutually satisfactory to the parties; provided, however, that
an indemnified party shall have the right to retain its own counsel, with
the reasonably incurred fees and expenses of one such counsel to be paid by
the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to
actual or potential conflicting interests between such indemnified party
and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 9, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section 9.
(c) In the event that the indemnities provided in paragraph
(a) of this Section 9 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and each Holder agree to
contribute to the aggregate claims, losses, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the
Company and one or more of the Holders may be subject in such proportion as
is appropriate to reflect the relative fault of the Company and the Holders
in connection with the statements or omissions which resulted in such
Losses. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information provided by the
Company or by the Holders. The Company and the Holders agree that it would
not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation that does not take account of
the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 9, each
person who controls a Holder of Registrable Securities within the meaning
of either the Securities Act or the Exchange Act and each director,
officer, partner, employee and agent of a Holder shall have the same rights
to contribution as such holder, and each person who controls the Company
within the meaning of either the Act or the Exchange Act and each director
and officer of the Company shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of
this paragraph (c).
(d) The obligations of the Company and Holders under this
Section 9 shall survive the resale, if any, of the Common Stock, the
completion of any offering of Registrable Securities in a Registration
Statement under this Agreement, and otherwise.
10. Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under
the Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 144; and
(b) use its best efforts to file with the SEC in a timely
manner all reports and other documents required of the Company under the
Act and the 1934 Act.
11. Amendment of Registration Rights. Any provision of this
Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the
written consent of each Holder affected thereby. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each
Holder, each future Holder, and the Company.
12. Notices. All notices required or permitted under this
Agreement shall be made in writing signed by the party making the same,
shall specify the section under this Agreement pursuant to which it is
given, and shall be addressed (i) to the Company at the address given below
(or at such other location as directed by the Company in writing) and (ii)
to the Holders at their respective last address given herein or as shown on
the records of the Company. Any notice, except as otherwise provided in
this Agreement, shall be made by fax and shall be deemed given at the time
of transmission of the fax.
13. Termination. This Agreement shall terminate on the earlier of
(i) the date all Registrable Securities cease to exist (as that term is
defined in Section 2.1 hereof); or (ii) October 10, 2006; but without
prejudice to (i) the parties' rights and obligations arising from breaches
of this Agreement occurring prior to such termination (ii) other
indemnification obligations under this Agreement.
14. Assignment. No assignment, transfer or delegation, whether by
operation of law or otherwise, of any rights or obligations under this
Agreement by the Company or any Holder, respectively, shall be made without
the prior written consent of the majority in interest of the Holders or the
Company, respectively; provided that the rights of a Holder may be
transferred to a subsequent holder of the Holder's Registrable Securities
(provided such transferee shall provide to the Company, together with or
prior to such transferee's request to have such Registrable Securities
included in a Registration, a writing executed by such transferee agreeing
to be bound as a Holder by the terms of this Agreement), and the Company
hereby agrees to file an amended registration statement including such
transferee or a selling security holder thereunder; and provided further
that the Company may transfer its rights and obligations under this
Agreement to a purchaser of all or a substantial portion of its business if
the obligations of the Company under this Agreement are assumed in
connection with such transfer, either by merger or other operation of law
(which may include without limitation a transaction whereby the Registrable
Securities are converted into securities of the successor in interest) or
by specific assumption executed by the transferee. In the event of any
transfer hereunder, either party may require an opinion of counsel as to
compliance with applicable securities laws.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada applicable to
agreements made in and wholly to be performed in that jurisdiction, except
for matters arising under the Act or the Securities Exchange Act of 1934,
which matters shall be construed and interpreted in accordance with such
laws.
16. Execution in Counterparts Permitted. This Agreement may be
executed in any number of counterparts, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one (1) instrument.
17. Specific Performance. Each party shall be entitled to the
remedy of specific performance in the event of the other party's breach of
this Agreement, the parties agreeing that a remedy at law would be
inadequate.
18. Indemnity. Each party shall indemnify each other party against
any and all claims, damages (including reasonable attorney's fees), and
expenses arising out of the first party's breach of any of the terms of
this Agreement.
19. Entire Agreement; Written Amendments Required. This Agreement,
including the Exhibits attached hereto, the Letter Agreement, the Common
Stock certificates, and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof, and no party shall
be liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein or
therein. Except as expressly provided herein, neither this Agreement nor
any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any
such amendment, waiver, discharge or termination is sought.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 10, 2000.
COMPANY: BROWSESAFE.COM, INC.
By: _______________________________________
Mark Smith, President
Address:
335 West 9th Street, Suite 100
Indianapolis, Indiana 46202-3003
Telephone
Facsimile
PURCHASER: CALIFORNIA APPLIED RESEARCH, INC.
By: _______________________________________
Edwin Moossaian, President
Address:
1415 East Colorado Blvd, Suite 201
Glendale, CA 91205
FINDER: MICHAEL MERCIER
__________________________________________
Address:
4343 Whitsett Avenue, Suite 303
Studio City, CA 91604
Browsesafe Reg. Rights -CAR
