Sample Business Contracts

Agreement - Inc., Mike Onghai and Daily Stocks Inc.

Sponsored Links


This Agreement is entered into on April 7, 1999, by and between,, Inc., a Nevada corporation with offices at 201 Park Place,
Suite 321, Altamonte Springs, FL 32701 (hereinafter referred to as "Buyer"), and
Mr. Mike Onghai, and Daily Stocks, Inc., the latter being a Delaware
Corporation, both of whom are domiciled at 545 W. 111 St., Apt. 4N, New York, NY
10025 for the purpose of this Agreement (hereinafter collectively referred to as

Whereas, it is the desire of the parties to this Agreement effectuate the sale 
and transfer of the assets known as,, and all 
property of every nature related thereto, (hereinafter the "Assets").

Now, Therefore, the parties agree as follows:

1.   Description of the Assets. The Assets are as follows:

               1.1  The Internet domain name "" is registered in 
                    the name of DailyStocks, Inc.
               1.2  The Internet domain name "" is registered in
                    the name of Mike Onghai 1610 Rendell Place, #A, Los Angeles,
                    CA 90026 according to the records of InterNIC.
               1.3  All computer programs, computer codes, contracts and other
                    documentation and information related to the Assets,
                    including all intellectual property rights related thereto.

2.   Ownership and Authority: The Seller warrants and represents that it has 
full title and/or equitable ownership of the above described assets, and that 
Mr. Onghai has full authority to bind the Seller corporation to this Agreement 
in all respects.

3.   Terms and Conditions of Transfer:

          3.1  Buyer shall compensate Seller pursuant to the provisions of
               Paragraph 5.1(b) and 5.2 of this Agreement upon Seller's
               performance of the following:

          3.2  The provision of reasonable technical assistance, not to exceed
               ten (10) hours per week for a period of no more than three
               months, including traveling to and rendering technical services
               and consulting to Buyer at its place of business in order to
               complete the transfer of the web sites content to Buyer and to
               insure that the web sites are fully installed and operational in
               accordance with Buyer's requirements. If necessary, Buyer will
               provide Mr. Onghai with accommodations at either its corporate
               apartment or comparable hotel in the Orlando area and will
               reimburse Mr. Onghai for his airfare and ground transportation
               costs during his stay.

          3.3  Relinquishment of the Domain names for the 2 web sites currently
               registered with InterNIC, and consummation of the transfer of all
               title and interest held by Seller in the Assets to the Buyer,
               including the execution of all documents that may be necessary,
               including all those related to the Seller's intellectual property
               rights in the Assets.

          3.4  The transfer or assignment of all contractual rights with all
               third parties related directly or indirectly to the Assets, and
               the payment of all liabilities related directly and indirectly

          3.5  Seller shall disclose to Buyer all marketing efforts engaged in
               with respect to the Assets over the past six months, and shall
               deliver the Seller all contracts and other documentation related
               thereto, and amounts paid therefor, so that such marketing
               efforts may be appropriately taken into account by the Buyer with
               respect to the Assets site traffic.

4.        In the event the average number of page views calculated by the Buyer
          is less than 1.25 million per month, and same is or may be reasonably
          assumed to be due to technical failures during the audit period, the
          Seller shall have the option of canceling this agreement; however,
          Seller must first give Buyer the opportunity to purchase the Assets
          for 130,000 shares, or for such lesser number of shares (which is
          higher than the average number calculated by the Buyer), and must
          first receive the Buyer's refusal to consummate the purchase for the
          offered number of shares (which refusal must be received within 5
          working days of receipt thereof), in order to have the right to
          cancel. In the event Buyer does not respond within the 5 days set
          forth herein, Seller may cancel this Agreement, with no liability to
          the Buyer. In the event the Seller communicates his intent to cancel
          this Agreement, he shall include with said communication the $20,000
          payment made pursuant to Paragraph 5.1(a), below.

5.   Compensation - Buyer will compensate Seller for the sale and transfer of
     the Assets, as well as for all technical assistance, as follows:

       5.1        The sum of $40,000, as follows,

                  (a)  $20,000 upon execution of this Agreement.

                  (b)  $20,000 upon the transfer of all the Assets.

       5.2        A maximum of One Hundred Thirty Thousand (130,000) shares of
        , Inc. stock, according to the formula and
                  subject to adjustments set forth herein, as follows:

                  (a)  The exact amount of stock to be paid shall be based upon
                       the number of "page views" received by the two web sites
                       described in Paragraph 1 per month. A "page view" is
                       defined as; "a single request by a user to view a file
                       which represents the single file comprising all files
                       included in a single web page; all such files are denoted
                       by their file extension ".htm", ".html", "cgi", "php3",
                       "php" or "cgi-bin". No co-branded pages are to be
                       included in the page view count. The number of page views
                       shall be calculated in the following manner:

                  (b)  The Buyer will verify the number of page views during the
                       month prior to the execution of this Agreement and the
                       number of page views during the month following the
                       execution of this Agreement, and shall determine the
                       exact number of page views received during each of the
                       verified months.

                  (c)  The total number of page views during each of the two
                       verified months shall be added together and divided by
                       two in order to obtain the average number of page views
                       received over the aforedescribed two month period.

                  (d)  Buyer shall issue to Seller 8 6/10 (8.6) shares of stock
                       for each one hundred page views. Thus, the formula shall
                       be; average number of page views divided by 100 times
                       8.6, minus any number in excess of 130,000.

                  (d)  The exact number of shares to be issued shall be
                       determined exclusively by the Buyer, who shall rely upon
                       reports produced by Analog 2.0, a Unix software program
                       already residing on the server. Buyer shall have the
                       unrestricted right to employ any other method of audit
                       that he may choose, including the use of his own
                       software, and Seller agrees to cooperate accordingly.

                  (e)  All shares paid under this Agreement shall be issued and
                       delivered as soon as administratively feasible following


          The shares to be paid to the Seller are "restricted" shares. The
          transferability of the Shares is restricted by the Securities Act of
          1933 as, as amended (the "Act"), and applicable state securities laws
          and regulations, and the shares will not be eligible to be sold unless
          they are subsequently registered or an exemption from registration is
          available. The certificates representing such shares will bear
          appropriate legends referring to the restrictions on resale and
          transferability imposed by the Act and applicable state securities
          laws and regulations.

7.   Obligations of Seller.

      7.1 All accounts payable and other liabilities related to the Assets up to
          the date of closing shall be paid by the Seller, and the Seller shall
          indemnify and hold the Buyer harmless against all such accounts
          payable and other liabilities.

      7.2 One week prior to closing, the Seller shall furnish to the Buyer a
          list of all amounts owed to all third parties, the total of said
          amounts shall not exceed the sum of $7,500.

          At the closing, the Seller shall furnish to the Buyer proof of payment
          of all creditors, along with a list of outstanding creditors and the
          amount owed to each, with a total amount not to exceed $5,000.

      7.3 At the closing, Buyer shall pay all outstanding debts of the Seller,
          and deduct said amount from the Payment of $20,000, to be made to
          Seller pursuant to Paragraph 4.1(b) of this Agreement. Buyer reserves
          the right to hold additional money in escrow, not to exceed five
          thousand dollars ($5,000) for the payment of Seller's debts for a
          period not to exceed 90 days.

8.   Collection of Accounts Receivable.

      8.1 All checks or other proceeds received by the Buyer in payment of
          accounts due to the Seller as of the date of closing shall be turned
          over to the Seller, provided that Seller shall have no outstanding
          obligations to creditors. In the event there exist any undisputed
          outstanding obligations of Seller, Buyer shall have the right to
          endorse the Seller's name, negotiate any instrument or deposit any
          proceeds received, satisfy said obligation, give an accounting thereof
          to the Seller, and turn over to Seller any proceeds in excess of the
          satisfied obligation.

      8.2 All checks or other proceeds received by the Buyer subsequent to the
          date of closing may be deposited by the Buyer in the Buyer's account,
          subject, however, to the following. The Seller's accounts receivable
          shall be paid first out of such proceeds to the Seller. After payment
          of the Seller's accounts receivable is made in full, the balance of
          the payment made may be retained by the Buyer.

      8.3 All checks and other proceeds related to the web site received by the
          Seller from the date of execution of this Agreement and continuing
          into the indefinite future shall first be used to pay all accounts
          payable and other liabilities of the web site.

      8.4 In the event of a bona fide dispute with a creditor, Seller and Buyer
          shall deposit any funds that may be received which may be used for the
          payment of Seller's debts with Seller's attorney pending resolution of

9    Representations:

      9.1 Seller is the owner of and has good and marketable title to the 
          Assets, free from all encumbrances.

      9.2 To Seller's knowledge, it has complied with all laws, rules, and
          regulations of the city and state governments where it does business,
          and with the federal government.

      9.3 Seller will pay all taxes of any nature that may be due to any
          governmental entity to date, as same relate to the transfer of the

      9.4 Seller has entered into no contract to sell, mortgage, or provide any 
          security interest in the Assets, or any portion thereof.

      9.5 Seller has entered into no undisclosed contract encumbering the 

      9.7 There are no judgments, liens, or to Seller's knowledge actions or 
          proceedings pending or threatened against the Seller in any court.

      9.8 Seller's financial statements for the period ending ____________
          prepared by Certified Public Accountants, accurately reflect the
          financial condition of the Seller for the periods therein indicated.
          Since _____________, there have been no substantial adverse changes
          in the financial condition of the Seller.

      9.9 Seller is vested wtih full title and ownership of the Assets, free and
          clear of any equitable or legal interest that any creditor of same may
          now hold or may have held in the past.

10. Covenants of the Seller. The Seller covenants with the Buyer as follows:

      10.1 Seller will transfer all of the assets enumerated, installed and
           operating, free of all encumbrances, with the usual warranty and
           affidavit of title.

      10.2 The business of the Seller will be conducted up to the date of
           closing in accordance with all laws, rules and regulations of the
           city, state and federal governments.

      10.3 All taxes related to the assets being transferred will be paid or 
           provided for up to the date of closing.

      10.4 No judgments or liens will be outstanding, nor will litigation be 
           pending or threatened against the Seller at the time of closing.

      10.5 All Assets transferred to the Buyer under this Agreement will become
           the sole property of the Buyer and may not be reproduced, sold or
           otherwise distributed without the express written consent of the

      10.6 No creditor or other individual or entity has any legal or equitable 
           interest in the Assets.

      10.6 The Seller up to the date of closing, will operate and maintain
           Seller's web site in the regular course, and will not violate any
           contract connected with the web site, and will not in any way
           diminish the components or value of the Assets.

11. Covenants of the Buyer. All representations and warranties made by the 
    Seller shall survive the closing.

              11.1  The Buyer shall not cancel the Allen & Co., Agreement dated
                    March 31, 1999 for a minimum period of six (6) months,
                    unless it is deemed to be in the best interest of the Buyer
                    to do so.

12. Closing. The closing will take place at the office of the Buyer or at a
    mutually agreed upon location within 45 days of the execution of this
    Agreement, on a date and time mutually acceptable to the Buyer and Seller.

13. Covenant Not To Compete. Seller agrees not to directly own an equity
    interest, except in the form of an employee's or independent contractor's
    stock options, in any web-based financial stock portal business of the type
    and character of the business of the type and and character of the business
    presently engaged in by the Buyer for a period of six (6) months any place
    in the world; provided the Buyer performs all of its obligations under this

14. Applicable law. This agreement shall be interpreted and enforced in
    accordance with the laws of the State of Florida, and the parties hereby
    submit to the jurisdiction and venue of the Federal and State courts of
    Florida in the event of a dispute.

15. Amendments. Any amendments to this agreement be only in writing executed by 
    both parties.

16. Transfer and Assignment. No rights or duties may be transferred or assigned 
    by either party without the written approval of the other party.

17. Notices. All notices, payments or communications under this Agreement shall
    be made in writing to the parties at the addresses set forth in the
    introductory Paragraph of this Agreement.

18. Litigation and Costs. In the event of litigation resulting from a breach of
    this Agreement the prevailing party shall be entitled to the recovery of its
    legal fees and costs, and Seller will indemnify Buyer for all costs, fees,
    and judgments with respect to any claims made by any third parties of which
    he was aware, but has not disclosed herein. Buyer may withhold payment of
    all or any part of the purchase price to satisfy any costs, fees, or
    judgments that it may incur under this Paragraph.

19. Arbitration. Any dispute, difference, disagreement, or controversy between
    the parties hereto, arising out of or in connection with this Agreement or
    the interpretation of the meaning or construction of this Agreement, shall
    be referred to a single arbitrator agreed upon the parties to such dispute.
    If the parties to the dispute are unable to agree upon the selection of such
    arbitrator, then an arbitrator shall be appointed by the American
    Arbitration Association pursuant to its existing rules and regulations.
    Every such dispute, difference, disagreement or controversy which is
    submitted to arbitration shall be dealt with and disposed of pursuant to the
    rules of the American Arbitration Association, in accordance with the laws
    of the State of Florida, all hearings shall be held in Altamonte Springs,
    Florida, the parties shall submit to the jurisdiction of the Florida State
    and/or Federal Courts, if necessary, and every award or determination
    therein shall be final and binding upon all of the parties. There shall be
    no appeal from such award or determination, and judgement thereon may be

In witness whereof, the parties hereto have caused this Agreement to be executed
as of the date first above written:

 /s/ Mike Onghai                             /s/ Kevin Lichtman
----------------------------------          ------------------------------------
Mike Onghai, individually                   Kevin Lichtman
                                            President & Chairman
                                  , Inc.

 /s/ Mike Onghai
Mike Onghai, President
Daily Stocks, Inc