Domain Name Sale and Assignment Agreement
This Agreement dated the 30th day of October, 2000.
WHEREAS HEALTHY USA, INC., a Nevada corporation, (the "Transferor"), has
registered with Register.com the domain name iGoHealthy.com (the "Domain Name");
and
WHEREAS iGoHealthy.com, Inc., a Colorado corporation, (the "Transferee"), is
desirous of acquiring from the Transferor the Domain Name and the registrations
therefor;
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, the Transferor hereby transfers and assigns to the Transferee all
of the Transferor's right, title and interest in and to the Domain Name and the
registrations therefor.
Consideration. Transferee shall pay to the Transferor the amount of Ten Thousand
Dollars ($10,000.00) (the "Purchase Price") as payment for the purchase and
assignment of the Domain Name. This amount was mutually agreed upon by both
parties based upon review of an appraisal of the Domain Name as prepared by an
independent appraiser, GreatDomains.com, Inc. (see Exhibit A). The Transferor
has agreed to accept a Promissory Note (see Exhibit B) in the full amount of the
Purchase Price, subject to the following conditions:
1. Within two (2) weeks from the date of this Agreement, the Transferee
shall make a partial payment to the Transferor of an amount not less
than Two Thousand Dollars ($2,000.00); and
2. In the event that the proposed initial public offering of securities of
the Transferee (the "Offering") is closed on or before April 30, 2001,
the unpaid balance under the Promissory Note shall be payable in full
at the closing of the Offering. However, in the event the Offering has
not closed on or before the close of business on April 30, 2001, the
unpaid balance under the Promissory Note shall thereafter be payable
within thirty (30) days after demand for payment by the Transferor.
FURTHERMORE, the Parties agree as follows:
1. The Transferor agrees to cooperate with the Transferee and to
follow the Transferee's instructions in order to effectuate
the transfer of the Domain Name registrations in a timely
manner. Specifically, the Transferor agrees to prepare and
transmit the necessary documents and/or to correspond with the
appropriate registrars to authorize transfer of the Domain
Name.
2. The Transferor warrants and represents that:
(a) the Transferor has unencumbered rights in the Domain Name;
(b) the Transferor properly registered the Domain Name
without committing fraud or misrepresentation;
(c) the Transferor has the authority to transfer the Domain
Name;
(d) the Transferor has not received any claim from a third
party that the use of any of the Domain Name violates the
rights of such third party;
(e) the Transferor has not used any of the Domain Name for any
illegal purpose; and
(f) to the best of the Transferor's knowledge, the use of the
Domain Name does not infringe the rights of any third
party in any jurisdiction.
95
<PAGE>
3. This Agreement is governed by the laws of the State of
California. If any provision of this Agreement is found to be
invalid by any court having competent jurisdiction, the
invalidity of such provision shall not affect the validity of the
remaining provisions of this Agreement, which shall remain in
full force and effect. No waiver of any term of this Agreement
shall be deemed a further or continuing waiver of such term or
any other term. This Agreement constitutes the entire agreement
between the Transferor and the Transferee with respect to this
transaction. Any changes to this Agreement must be made in
writing, signed by an authorized representative of both parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their authorized officers on the date first written above.
TRANSFEROR: TRANSFEREE:
HEALTHY USA, INC. IGOHEALTHY.COM, INC.
a Nevada corporation a Colorado corporation
By: /s/ Bill Glaser By: /s/ Farid E. Tannous
----------------------------------- ------------------------
Bill Glaser Farid E. Tannous
President & Chief Executive Officer President
96
