Asset Purchase Agreement - eUniverse Inc. and Scott Smith d/b/a Pokemonvillage.com and QuakeCity Gaming Network
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, dated as of February 1, 2000, by and
between eUNIVERSE, INC., a Nevada corporation having its principal business
office at 101 North Plains Industrial Road, Wallingford, Connecticut 06492 (the
"EUI"), SCOTT SMITH (d/b/a POKEMONVILLAGE.COM AND QUAKECITY GAMING NETWORK), an
individual having an address at 17316 Woolworth Avenue, Omaha, Nebraska 68130
(the "Seller").
WITNESSETH:
WHEREAS, EUI desires to purchase and Seller desires to sell all of the
assets of the on-line interactive entertainment business known as
PokemonVillage.com, that is presently operated through the URL:
http://www.pokemonvillage.com and QuakeCity Gaming Network, that is presently
operated through the URL: http://www.quakecity.net at the (collectively, the
"Business").
NOW, THEREFORE, for and in consideration of the premises and of the
agreements and covenants herein contained, the parties hereby agree as follows:
1. DEFINITIONS
As used herein, the following terms shall have the following meanings
unless the context otherwise requires:
1.1 "ASSETS" shall mean all of the assets listed at Schedule 1.1.
1.2 "ASSUMED LIABILITIES" shall mean those certain contractual
obligations of the Seller and assumed by EUI, as set forth at Schedule 1.2.
1.3 "CLOSING" shall mean the consummation of the transactions
contemplated herein, as described in Section 9 hereof.
1.4 "CLOSING DATE" shall mean the actual date that all of the Closing
conditions are satisfied or waived, unless otherwise agreed between the parties.
1.5 "CONSENT(S) TO ASSIGNMENT" shall mean (each of) the written
consent(s) and estoppel certificate(s) of the lessor(s) or obligee(s) with
respect to Seller's assignment to EUI of the Assumed Liabilities, in form and
substance satisfactory to EUI and its counsel.
1.6 "FINANCIAL INFORMATION" shall mean the financial information of
Seller attached at Schedule 1.6.
1.7 "PREMISES" shall mean, collectively, the premises at which the
Business is located.
1.6 "PURCHASE PRICE" shall mean the purchase price payable by EUI
pursuant to Section 2.2 hereof.
<PAGE>
1.7 "REAL PROPERTY" means all leasehold interest in real estate,
easements, rights to access, rights-of-way and other real property interests
which are owned, or are leased, used or held for use by the Seller in connection
with the Business.
2. PURCHASE AND SALE OF ASSETS
2.1 PURCHASE AND SALE. Except as otherwise expressly set forth in this
Agreement, on the Closing Date, Seller shall sell, assign, transfer, convey and
deliver to EUI and EUI agrees to purchase and accept from the Seller, all right,
title and interest in and to all of the Assets of the Business.
2.2 PURCHASE PRICE.
(a) AMOUNT. Purchase Price. The purchase price for the
Purchased Assets shall be Two Hundred Fifty Thousand Dollars
($250,000.00) (the "Purchase Price") payable in shares of common stock
of EUI (the "EUI Shares"), as determined in Section 2.2(b) below.
(b) CALCULATION AND PAYMENT OF THE PURCHASE PRICE. The
Purchase Price shall be calculated and payable as follows:
(i) On the Closing Date, EUI shall pay to Seller the amount
of Two Hundred Fifty Thousand Dollars ($250,000.00) in
EUI Shares at a share price equal to $5.73 per share
(the "Payment").
No fractional shares of EUI Shares will be issued, no cash will be paid
in lieu of fractional shares, and the total number of EUI Shares issued to
Seller shall be rounded to the nearest whole number.
2.3 WEB SITE AND DOMAIN NAMES. Upon execution of this Agreement, EUI
shall deliver to Seller a computer server. Within seven (7) days of receipt of
the computer server, Seller shall transfer all contents in electronic format
used to operate the Business onto such server and return the such server to EUI
at the address set forth above. Seller and EUI shall take all action needful or
necessary to transfer all domain names for the Business to EUI with full title,
free and clear of any encumbrances on or before 30 days following the Closing.
3. ASSUMPTION OF LIABILITIES
3.1 ASSUMPTION OF LIABILITIES. Seller hereby assigns, conveys, sets
over and transfers to EUI all of Seller's interest in the Assumed Liabilities,
together with all of Seller's right, title and interest therein, and Seller
represents and warrants that it has the authority to do so. EUI hereby accepts
from Seller such transfer and assignment of the Assumed Liabilities, for the
duration of their respective terms. EUI agrees to be bound by the terms of the
Assumed Liabilities and to keep, perform and fulfill all of Seller's obligations
thereunder arising after the Closing, subject to the following conditions at
Closing:
2
<PAGE>
(a) no event of default by Seller has occurred and is
continuing with respect to any of the Assumed Liabilities; and
(b) Seller shall have fully and timely performed all of its
obligations under this Agreement.
3.2 NO FURTHER ASSUMPTION. The parties acknowledge and agree that this
is a sale of all assets and that, except as otherwise specifically set forth in
this Section 3, EUI shall neither assume nor be liable for any contracts, debts,
warranties, obligations, undertakings or liabilities whatsoever of the Seller,
and Seller shall remain solely liable for any and all claims against the
Business or its assets and all liabilities and accounts payable arising out of
Seller's operation of the Business, acts or omissions prior to the Closing. EUI
shall be responsible for claims, liabilities and accounts payable arising out of
EUI's operation of the Business, acts or omissions after the Closing.
3.3 OTHER INSTRUMENTS. Each party agrees from time to time to execute
and deliver to the other party (or its designee) such other documents,
instruments and writings as may be reasonably requested by either party or its
counsel to give full effect to the transaction described in this Agreement.
4. SELLER'S REPRESENTATIONS AND WARRANTIES
Seller hereby represents and warrants to EUI, as of the date hereof, as
follows:
4.1 DUE AUTHORIZATION. This Agreement has been duly executed and
delivered by the Seller and is a valid and binding obligation of the Seller,
fully enforceable in accordance with its terms. Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will: (i) conflict with or violate any law, ordinance or regulation or
any decree or order of any court or administrative or other governmental body
which is either applicable to, binding upon or enforceable against the Seller;
or (ii) except where consent is required and obtained, result in any breach of
or default under any mortgage, lease, promissory note, contract, purchase order,
indenture, trust or other instrument or written agreement which is either
binding upon or enforceable against the Seller.
4.2 NO DEFAULT. Seller is not in default with respect to any material
liabilities or material obligations, including without limitation the Assumed
Liabilities, which are related to the Assets or the Business, and all such
liabilities or obligations incurred or accrued have been paid and discharged as
they become due and all such liabilities and obligations have been, as of and
through the Closing Date, incurred in the ordinary course of business. All
taxes, wages, utilities, rent on the Premises and other accounts payable in
connection with the Seller's operation of the Business through the Closing are
current and not past due.
4.3 LICENSES AND REGULATIONS. Seller is in compliance with all federal,
state and local laws and regulations respecting employment and employment
practices, the Premises and the operation of the Business, to its knowledge.
Seller has not received any notice of violation of any applicable zoning
regulation, ordinance, regulation or requirement relating to its operations or
3
<PAGE>
properties, whether owned or leased, and to the best of Seller's knowledge,
there is no such violation or grounds therefor which could adversely affect the
operation of the Business.
4.4 TITLE TO ASSETS. Seller is the sole and exclusive owner of and has
good and marketable title to all of the Assets, free and clear of all liens,
mortgages, pledges, encumbrances or charges of every kind, nature, and
description whatsoever, except for the Assumed Liabilities, if any.
4.5 FINANCIAL INFORMATION CORRECT. As of the dates and for the periods
indicated thereon, the Financial Information (i) is correct and complete in all
material respects; (ii) is in accordance with the books and records of the
Seller; and (iii) present fairly the financial condition and results of
operations of the Business. Since the date on the Financial Information, and as
of the date hereof, there has not been any material change in the financial
condition, results of operations, Assets, liabilities (including without
limitation the Assumed Liabilities) or business condition of the Seller or the
Business which could have a material, adverse effect on the Assets, the Assumed
Liabilities, the Business or financial condition of the Seller.
4.6 NO LITIGATION. There are no existing suits, governmental
proceedings, or litigation pending or threatened against the Seller or its
properties which could materially affect the Assets, the Business, the Premises,
or the financial condition of Seller. Seller has not filed any voluntary
petition in bankruptcy, nor been served with or otherwise received notice of any
involuntary petition in bankruptcy having been filed against Seller.
4.7 TAXES AND FEES. The Seller has paid or adequately provided for any
and all taxes, license fees, or other charges levied, assessed, or imposed upon
any of the Assets, the Premises, or other Business property of the Seller; and
Seller has filed all tax returns and reports required by federal, state and
local tax authorities; the returns so filed are correct, true and complete; and
the Seller is not involved in any dispute with any tax authority nor has it
received any notice of any deficiency, audit or other indication of deficiency
from any tax authority, not otherwise disclosed to EUI in writing.
4.8 BOOKS AND RECORDS. All books and records of Seller which have been
provided to EUI for inspection are true, correct and complete, and contain no
material omission with respect to the Business or operations or status of the
Seller or the Assets.
4.9 POWERS OF ATTORNEY. The Seller states that there are no persons
holding a power of attorney on behalf of the Seller that would enable such
persons to sell any of the Business.
4.10 NO REGISTRATION UNDER THE SECURITIES ACT. The Seller understands
that EUI Shares to be issued to the Seller under this Agreement have not been
and will not be registered under the Securities Act of 1933 (the "Securities
Act") in reliance upon exemptions contained in the Securities Act or
interpretations thereof, and cannot be offered for sale, sold or otherwise
transferred unless such shares of EUI stock are registered or qualify for
exemption from registration under the Securities Act.
4.12 INVESTMENT. The Seller has such knowledge and experience in
financial and business matters that the Seller is capable of evaluating the
merits and risks of the Seller's investment in EUI
4
<PAGE>
Shares being acquired hereunder. The Seller understands and is able to bear any
economic risks associated with such investment. The Seller acknowledges that the
Seller has had the opportunity ask questions to the officers and management of
EUI about the business and financial condition of EUI. EUI Shares being issued
to the Seller hereunder are being acquired by the Seller in good faith solely
for his own accounts, for investment and not with a view toward resale or other
distribution within the meaning of the Securities Act. Such EUI Shares shall not
be offered for sale, sold or otherwise transferred by the Seller without either
registration or exemption from registration under the Securities Act or
applicable state securities laws. No EUI Shares were offered to the Seller by
means of publicly disseminated advertisements or sales literature.
5. EUI'S REPRESENTATIONS AND WARRANTIES
EUI represents and warrants to Seller as follows:
5.1 ORGANIZATION. EUI is a corporation duly organized, legally existing
and in good standing under the laws of its state of incorporation and has full
corporate power, ability and authority (i) to enter into this Agreement and (ii)
to carry out the other transactions and agreements contemplated hereby.
5.2 DUE AUTHORIZATION. The execution, delivery and performance of this
Agreement and each of the other agreements contemplated hereby and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action of EUI. This Agreement has been
duly executed and delivered by EUI and is a valid and binding obligation of EUI,
fully enforceable in accordance with its terms. Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will: (i) conflict with or violate any provision of EUI's charter or
bylaws, or any law, ordinance or regulation or any decree or order of any court
or administrative or other governmental body which is either applicable to,
binding upon or enforceable against EUI; or (ii) result in any breach of or
default under any material mortgage, contract, agreement, indenture, trust,
written agreement or other instrument which is either binding upon or
enforceable against EUI.
5.3 NO LITIGATION. There are no existing suits, governmental
proceedings, or litigation pending or threatened against EUI or its properties
which could materially affect the financial condition of EUI. EUI has not filed
any voluntary petition in bankruptcy, nor been served with or otherwise received
notice of any involuntary petition in bankruptcy having been filed against EUI.
6. SURVIVAL AND INDEMNIFICATION
6.1 SURVIVAL. All representations, warranties, agreements and covenants
made and given herein shall survive the execution and delivery of this Agreement
and the Closing.
6.2 INDEMNIFICATION. Seller shall indemnify, defend and save EUI
harmless from any actions, claims, losses, damages, demands or expense
(including without limitation all court costs and reasonable attorney's fees on
account thereof) suffered or incurred by EUI, its successors or assigns, arising
from (i) any untruthfulness of any representation made by the Seller in this
Agreement or in any document delivered to EUI by or on behalf of Seller pursuant
to this
5
<PAGE>
Agreement, or (ii) breach of any covenant or warranty of the Seller contained in
this Agreement or in any document delivered to EUI by or on behalf of Seller
pursuant to this Agreement. EUI shall notify the Seller promptly of any written
actions, claims or demands against EUI of which the Seller is responsible
hereunder. Each party shall cooperate fully with the other, and the Seller shall
control such defense and the right to litigate, settle, appeal (provided it pays
the cost of any required appeal bond), compromise or otherwise deal with any
such claim or resulting judgment; provided that such settlement, compromise or
other resolution of such claim does not result in any liability to EUI.
6.3 BROKERS. No finder, broker, agent or other intermediary has acted
for or on behalf of the Seller or EUI in connection with the negotiation or
consummation of this Agreement or the transactions contemplated hereby.
6.4 BULK TRANSFER ACT. While not acknowledging the applicability of the
Bulk Transfers provision of the Connecticut Uniform Commercial Code ("Bulk Sales
Act"), the parties do nevertheless agree as follows:
6.4.1 EUI does hereby waive the provisions of the Bulk Sales
Act regarding Seller's duties as same may apply to this transaction.
6.4.2 The Seller does hereby agree to indemnify and hold EUI
harmless on account of any loss or damage which EUI may incur or sustain on
account of the above waiver, including reimbursement of EUI's reasonable
attorney's fees.
7. CONTINUED ACCURACY OF REPRESENTATIONS AND WARRANTIES.
All representations and warranties of the parties contained herein
shall be true in all material respects at and as of the Closing Date with the
same effect as though such representations and warranties were made at and as of
such time; and each party shall have performed and complied with all
obligations, covenants, and conditions required by this Agreement to have been
performed or complied with by it prior to or on the Closing Date.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES.
8.1 Conditions Precedent to the Obligations of EUI. The obligations of
EUI to effect the transactions contemplated herein are further subject to the
satisfaction at or prior to the Closing Date of the following conditions, unless
waived by EUI in writing:
(a) The representations and warranties of Seller set forth in
this Agreement shall be true and correct as of the date of this Agreement, and
shall also be true and correct (except for such changes as are contemplated by
the terms of this Agreement) on and as of the Closing Date with the same force
and effect as though made on and as of the Closing Date, except if and to the
extent any failures to be true and correct would not have a material adverse
effect on the Business.
(b) From the date of this Agreement through the Closing Date,
Seller shall not
6
<PAGE>
have suffered any change that has had a net effect greater than Two Thousand
Dollars ($2,000.00) on the Business, or the financial condition, assets,
liabilities or earnings of Seller (a "Material Adverse Change") in the Business
or the assets, operations or financial condition of Seller (other than changes
relating to the transactions contemplated by this Agreement).
(c) Seller shall have performed all obligations and covenants
and conditions required to be performed by it under this Agreement at or prior
to the Closing Date.
(d) Seller shall have no outstanding debt other than
reasonable and customary accounts payable incurred in the ordinary course of
business and what is incurred as a result of the consummation of the
transactions contemplated by this Agreement.
(e) Seller shall have Two Thousand Dollars ($2,000.00) excess
of current assets over current liabilities as shown on Seller's Financial
Information as of the Closing Date prepared in accordance with GAAP.
(f) All actions, proceedings, instruments and documents
required to carry out this Agreement, or incidental hereto, and all other legal
matters shall have been approved by counsel to EUI, and such counsel shall have
received all documents, certificates and other papers reasonably requested by it
in connection therewith.
(g) Seller shall state, and reaffirm as of the Closing Date,
that the materials, including current financial statements, prepared and
delivered by EUI to Seller, have been read and understood by Seller, that it is
familiar with the business of EUI, that it is acquiring the EUI Shares under
Section 4(2) of the Securities Act, commonly known as the private offering
exemption of the Securities Act, with the intent of holding such EUI shares for
investment, and not with a view to, or for resale in connection with, any
transfer or distribution of such EUI shares or any portion thereof, and that the
EUI Shares are restricted and may not be resold, except in reliance on an
exemption under the Securities Act.
8.2 Conditions Precedent to Obligations of Seller. The obligations of
Seller to effect the transactions contempleted herein are subject to the
satisfaction at or prior to the Closing Date of the following conditions, unless
waived by Seller in writing:
(a) The representations and warranties of EUI set forth in
this Agreement shall be true and correct as of the date of this Agreement, and
shall also be true in all material respects (except for such changes as are
contemplated by the terms of this Agreement) on and as of the Closing Date with
the same force and effect as though made on and as of the Closing Date, except
if and to the extent any failures to be true and correct would not have a
material adverse effect on EUI.
(b) From the date of this Agreement through the Closing Date,
EUI shall not have suffered any adverse changes in its business, operations or
financial condition which are material to EUI (other than changes generally
affecting the industries in which EUI operates, including changes due to actual
or proposed changes in law or regulation).
7
<PAGE>
(c) EUI shall have materially performed all obligations
required to be performed by it under this Agreement at or prior to the Closing
Date.
(d) EUI shall have furnished Seller with copies of (i)
resolutions duly adopted by its Boards of Directors approving the execution and
delivery of this Agreement and all other necessary or proper corporate action to
enable them to comply with the terms of this Agreement, and (ii) to the extent
required pursuant to EUI's charter or bylaws, resolutions duly adopted by the
holders of the EUI Shares approving the issuance of the EUI Shares, such
resolutions to be certified by the Secretary or Assistant Secretary of EUI.
(e) All actions, proceedings, instruments and documents
required to carry out this Agreement, or incidental hereto, and all other legal
matters shall have been approved by Seller or counsel to Seller, and Seller or
such counsel shall have received all documents, certificates and other papers
reasonably requested by it in connection therewith.
9. CLOSING
9.1 DATE AND PLACE OF CLOSING. The Closing shall take place at the
offices of Martin, Lois & Gasparrini, LLC, 1177 Summer Street, Stamford,
Connecticut 06905. The Closing shall be effective as of 12:01 a.m. Stamford,
Connecticut on February 1, 2000.
9.2 SELLER'S OBLIGATIONS AT CLOSING. Seller shall deliver to EUI:
(a) at the time of Closing, executed bills of sale and
other instruments in a form satisfactory to EUI and
its counsel as may be necessary to transfer all of
the Assets to EUI and to consummate the transactions
called for by this Agreement;
(b) at the time of Closing, Consent(s) to Assignment of
the Assumed Liabilities;
(c) at the time of Closing, an executed employment
agreement substantially in the form attached hereto
as Exhibit "A".
(d) at the time of Closing, an executed domain name
transfer agreement substantially in the form attached
hereto as Exhibit "B".
(e) at the Closing, Seller shall deliver to EUI, a
certificate signed by Seller certifying that the
representations and warranties of Seller set forth in
this Agreement are true and correct as of the date of
this Agreement.
(f) at the Closing, Seller shall deliver to EUI, a
certificate signed by Seller supporting the private
offering exemption under Section 4(2) of the
Securities Act.
9.3 EUI'S OBLIGATIONS AT CLOSING. At the time of Closing, EUI shall
deliver to Seller:
8
<PAGE>
(a) the Payment;
(b) copies of resolutions adopted by the board of
directors and the compensation committee of EUI
authorizing the transactions contemplated by this
Agreement, certified in each case as of the Closing
Date by a secretary or assistant secretary of EUI.
(c) at the Closing, EUI shall deliver to Seller, a
certificate signed by a duly authorized officer of
EUI certifying that the representations and
warranties of EUI set forth in this Agreement are
true and correct as of the date of this Agreement.
10. GENERAL PROVISIONS
10.1 NO WAIVERS. Neither party shall be deemed to waive any of its
rights, powers or remedies hereunder unless such waiver is in writing and signed
by said party. No delay or omission by either party in exercising any of said
rights, powers or remedies shall operate as a waiver thereof. Nor shall a waiver
signed by either party of any breach of the covenants, conditions or agreements
binding on the other party on one occasion be construed as a waiver or consent
to such breach on any future occasion or a waiver of any other covenant,
condition, or agreement herein contained.
10.2 ARBITRATION. Any controversy or claim arising out of or related to
this Agreement or the breach thereof shall be settled by binding arbitration in
Fairfield County, Connecticut, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.
10.3 ASSIGNMENT. Neither party may assign any portion of this
Agreement, voluntarily or involuntarily, including without limitation by
operation of law or by merger in which such party does not survive. Any attempt
to do so shall be null and void. No person or entity not a party hereto shall
have any interest herein or be deemed a third party beneficiary hereof, and
nothing contained herein shall be construed to create any rights enforceable by
any other person or third party.
10.4 PARTNERSHIP. Nothing herein contained shall be construed as
creating a partnership or joint venture by or between the parties.
10.5 BINDING AGREEMENT. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
10.6 SEVERABILITY. Any provision of this Agreement held or determined
by a court (or other legal authority) of competent jurisdiction to be illegal,
invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct
and independent, and shall be ineffective to the extent of such holding or
determination without (i) invalidating the remaining provisions of this
Agreement in that jurisdiction or (ii) affecting the legality, validity or
enforceability of such provision in any other jurisdiction.
9
<PAGE>
10.7 TIME OF ESSENCE. Time is of the essence of this Agreement.
10.8 CAPTIONS HEADINGS. Captions and paragraph headings used in this
Agreement are for convenience only and shall not be used to interpret any
provision hereof.
10.9 ENTIRE AGREEMENT. This Agreement, together with Schedules and
Exhibits identified herein, constitutes the entire agreement and understanding
of the parties with respect to the subject matter hereof, and is intended as the
parties' final expression and complete and exclusive statement of the terms
thereof, superseding all prior or contemporaneous agreements, representations,
promises and understandings, whether written or oral, and may be amended or
modified only by an instrument in writing signed by both parties.
10.10 NOTICES. Any notice required or permitted to be given hereunder
shall be (a) in writing, (b) effective on the first business day following the
date of receipt, and (c) delivered by one of the following means: (i) by
personal delivery; (ii) by prepaid, overnight package delivery or courier
service; or (iii) by the United States Postal Service, first class, certified
mail, return receipt requested, postage prepaid. All notices given under this
Agreement shall be addressed, in the case of Seller, as follows:
Scott Smith
17316 Woolworth Avenue
Omaha, Nebraska 68130
and, in the case of EUI, as follows:
eUniverse, Inc.
101 North Plains Industrial Road
Wallingford, CT 06492
Attn: President
or to such other addresses of which the parties have been advised in writing by
any of the above-described means. Personal delivery to Seller or to EUI or to
any officer, partner, agent, or employee of such party at its address herein
shall constitute receipt. The following shall also constitute receipt: (i) a
party's rejection or other refusal to accept notice, and (ii) the inability to
deliver to a party because of a changed address of which no notice has been
received by the other party. Notwithstanding the foregoing, no notice of change
of address shall be effective until ten (10) days after the date of receipt
thereof. This Section shall not be construed in any way to affect or impair any
waiver of notice or demand herein provided.
10.11 REMEDIES CUMULATIVE AND NONEXCLUSIVE. Unless stated otherwise,
all remedies provided for in this Agreement shall be cumulative, nonexclusive
and in addition to, but not in lieu of, any other remedies available to either
party at law, in equity, or otherwise.
10.12 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the state of Connecticut, without giving effect
to any principles of conflicts of law.
10
<PAGE>
10.13 PRONOUNS. Pronouns used herein shall be construed as masculine,
feminine, or neuter, and both singular and plural, as the context may require,
and the term "person" shall include an individual, corporation, association,
partnership, trust, and other organization.
10.14 REFERENCES TO OTHER DOCUMENTS. All references herein to any
document, instrument, or agreement shall be deemed to refer to such document,
instrument, or agreement as the same may be amended, modified, restated,
supplemented, or replaced from time to time.
10.15 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, each party has executed or caused its duly
authorized officer to execute this Agreement the day and year first above
written.
EUNIVERSE, INC.
By /s/ Brad D. Greenspan
-----------------------------
Name: Brad D. Greenspan
Its: Chairman of the Board
/s/ D. SCOTT SMITH
-----------------------------
D. SCOTT SMITH
11