CONTRACT FOR PURCHASE OF ASSETS
This Contract for Sale of Assets (the "contract"), dated the 28th day of
June, 2000, between eNexi, Inc., a Delaware Public Corporation ("seller"), and
Viaduct II, Inc., an Indiana Corporation ("buyer").
RECITALS:
WHEREAS, Seller owns and operates eNexi, Inc., hereinafter called "ISP"
located at 20 Corporate Park, Suite 110, Irvine, California 92606, and in
connection therewith owns (Assets):
1. Existing Internet subscriber customer base listed and described on
Exhibit "A" to be attached hereto in accordance with the terms hereof.
2. The database containing the contact information for approximately 5,000
unserviced "affiliates".
3. The name virtuallyfreeinternet.com domain and web site attached as
Exhibit "B".
WHEREAS, Buyer desires to purchase the Assets from Seller and Seller
desires to sell the Assets to Buyer on the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Assets Sold. Subject to the terms and conditions herein, Seller shall at
Closing convey, assign, sell, transfer and confirm to Buyer the Assets. Seller
shall retain all other assets not listed.
A. Buyer shall receive all assets set out in Recitals 1 - 2 above.
B. Buyer shall receive in perpetuity the right to use the domain name in
recital 3 above or any other domain names under which the subscribers receive
E-mail.
C. Buyer shall receive all revenue generated by subscribers as of day of
closing.
D. Seller agrees to host E-mail services under the current E-mail addresses
for the current subscribers for a period of 30 days.
2. Buyer will have use of all necessary billing equipment and software
involved in the day-to-day operations for period of 30 days.
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3. Buyer shall have a maximum of 30 days to migrate the users, during this
period eNexi, Inc. will continue to provide backbone connectivity to service any
unmigrated users.
A. Seller will continue to pay and keep current all upstream provider
agreements for unmigrated subscribers for 30 days.
B. Buyer will pay Seller $6.50 per subscriber for each unmigrated user for
a period of 30 days from the date of closing. If, however, Buyer wishes that
Seller maintain E-mail support, backbone connections, software support, etc.,
for any time after 30 days, Seller agrees to do so and Buyer agrees to reimburse
Seller $9.00 per subscriber for an additional 30 days. If Buyer wishes Seller to
maintain E-mail support, backbone connections, software support, etc. for a
period exceeding the first 60 days, Buyer agrees to reimburse Seller for actual
out-of-pocket expenses associated with maintaining its Internet access system in
place and functioning. Buyer agrees to reimburse Seller in a timely fashion
after presentation of bonafide bills covering Seller's actual out-of-pocket
expenses. Seller agrees to incur and pay for all labor charges associated with
keeping its Internet access system operational during this time period exceeding
the original 30 day migration period.
1. Any obligation incurred under this provision may be paid to Seller
in cash or stock equivalent of GALAXY ONLINE, INC. at Buyer's sole
discretion.
C. If Seller defaults, they will reimburse all costs incurred by Buyer to
correct the default including the costs of litigation and attorney fees. If the
default results in loss of a subscriber, Seller will reimburse Buyer three times
the annual revenue per subscriber lost.
4. Purchase Price. In consideration of the sale described in paragraph 1 of
those items set out in the Recitals and the attached Exhibits and subject to the
terms and conditions herein, the purchase price for the Assets shall be One
Dollar ($1.00).
5. Liabilities. Except as expressly set forth herein, Buyer is not
assuming, nor shall it be liable for, any liabilities or obligations whatsoever
of Seller.
6. Closing.
A. The Closing shall take place at the Offices of Seller during normal
business hours as reasonably agreed to by Seller and Purchaser on the 28th day
of June, 2000.
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B. At the Closing:
1. Seller shall deliver to Buyer a Bill of Sale listing all Assets
purchased.
7. Seller Representations. Seller hereby represents and warrants to Buyer
as follows:
A. Seller, as it relates to these Assets, has been operating in
accordance with all applicable laws, ordinances, rules and regulations, and
the premises comply with all applicable laws, ordinances, rules and
regulations.
B. There are no litigation or proceedings (administrative, civil or
otherwise) pending or to the best of its knowledge, threatened relating to
the Assets, preventing or challenging the execution, delivery, or
performance of this Agreement, or which would materially effect the Assets.
C. The Assets are free and clear of all liens, encumbrances, claims
and interests and Seller has the absolute and unrestrictive right to sell
and assign the Assets to Buyer, and the Assets are hereby conveyed to Buyer
free and clear of all liens, encumbrances, claims and interest.
D. Seller guarantees that no tax audits, liens, levies, or assessments
are pending or threatened with respect to the assets.
E. Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware; and
F. The execution, performance and delivery of the Agreement has been
authorized by all requisite action on the part of Seller and this Agreement
represents the valid and binding agreement of Seller, enforceable in
accordance with its terms.
8. Risk of Loss. Seller shall bear the risk of loss or damage to the Assets
prior to delivery of the Assets hereunder.
9. Indemnity. The Seller represents to the Buyer that all properties being
sold are free and clear. As soon as reasonably possible following Closing,
counsel for the Purchaser shall obtain a UCC certificate issued by the Secretary
of State of the State of Delaware with respect to the Vendor and, in the event
such certificate discloses registrations other than those specifically provided
to Purchaser which the Purchaser is not willing to accept, the Purchaser shall
deliver the UCC certificate(s) to the Vendor, and the Vendor shall, not later
than 15 business days following receipt of the certificate(s), take such steps
and pay such amounts as may be necessary to discharge or have such registrations
removed and satisfied in full.
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A. Vendor will provide written confirmation from the security holder
of release of its security interest in those cases Purchaser is not willing
to accept.
10. Termination. That should Seller default because Seller fails to
transfer good title to the assets, then Buyer can terminate the Contract its
sole discretion and Seller will return all of purchase price paid to date.
Seller will be responsible for all attorney fees and costs related to Seller's
default.
11. Non-Compete. As a specific term and condition of this Agreement and as
an incentive for Buyer to purchase the Assets of Seller, Seller specifically
agrees that it will not solicit any customers set out on the attached Exhibits.
12. Miscellaneous.
A. This Agreement may be executed in counterparts which taken together
shall constitute one instrument, notwithstanding the fact that all
signatures do not appear on the same copy.
B. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Indiana.
C. This Agreement shall be binding on and enure to the benefit of the
parties hereto, and their respective successors, assigns and heirs.
D. Captions are included for convenient reference only and shall not
affect the interpretation of any provision hereof.
E. Any waiver or amendment must be in writing and signed by all
parties.
ENEXI, INC. VIADUCT II, INC.
By: By:
/s/ Roger Miller /s/ Roger Miller
Printed Name Printed Name
Address Address
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EXHIBITS
A. Dial up subscriber base of at least 1,250 customers.
B. Domain name registration forms for "virtuallyfreeinternet.com".
