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Exhibit 10.1
ASSET PURCHASE
AGREEMENT
This Asset Purchase Agreement (the
"Agreement") is made this the 15 th day of February,
2007 as a revision to Membership Purchase Agreement entered into
the 27 th day of September, 2006, by and between Secured
Financial Network, Inc., a Nevada Corporation (Buyer) and Virtual
Payment Solutions, LLC, a Nevada Limited Liability Corporation
(Seller).
Whereas, Seller desires to sell
and buyer desires to purchase certain assets for the consideration
as set forth, the parties to this Agreement hereby agree as
follows:
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1.
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Assets to be purchased from Seller are the
following:
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a.
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Name only " Virtual Payment
Solutions"
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b.
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Domain names: Virtual Payment
Solutions.com and .net
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c.
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Envoii Deployment License Agreement as attached
in Exhibit I
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Upon the terms and conditions set
forth in this Agreement and upon the representations and warranties
of the Sellers right to sell assets listed above, the purchase
price for said assets will be $385,000.
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3.
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Payment of Purchase Price
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It is agreed that the payment for
purchase of assets listed have been paid in full via wire transfer
of funds to Seller October 31, 2006. It is agreed that payment
shall also include a $15,000 first year maintenance fee as outlined
in Exhibit "B" of Envoii License Agreement.
This Agreement, together with the
Exhibits attached hereby constitutes the final written expression
of all of the Agreements between the parties and is the complete
and exclusive statement of the terms. This Agreement supercedes any
prior Agreements and understandings between the parties and is the
exclusive statement of those terms.
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4.
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Governing Law under this Agreement shall be the
State of Nevada and will be governed by and construed in accordance
with Nevada law.
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In witness whereof, the parties
have executed this Agreement and caused the same to be delivered on
their behalf on the day and year first above written.
SELLER:
Virtual Payment Solutions, LLC
By: /s/ Scott Haire
Scott Haire, Managing Director
BUYER:
Secured Financial Network, Inc
By: /s/ Jeffrey Schultz
Jeffrey Schultz, Pres./CEO
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EXHIBIT I
ENVOII DEPLOYMENT LICENSE AGREEMENT
This Agreement is entered into as of November 1,
2006 (the "Effective Date") between Envoii Technologies LLC
("Envoii"), a Nevada limited liability company, and Virtual
Payments Solutions, LLC, ("Licensee"), a Nevada limited liability
company.
As used herein:
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1.1
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"Customer"
means a business entity which uses Licensee’s
Payment Solution.
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1.2
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"Deploy" means provide access to
the functionality of a Solution on the Envoii Engine.
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1.3
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"Envoii Engine" means Envoii's
proprietary client-side computer software program, which may
support tracking, and associated runtime files required to enable
and playback Solutions.
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1.4
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"Solution" means a client-side
content object, component or application that incorporates and
complies with the Solution File Format.
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1.5
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"Solution File Format" means
Envoii's proprietary file format, specifications, and core
technology that are incorporated into and used by a Solution to
enable playback on Envoii Engines, as more fully described
in Exhibit A.
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1.6
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"Users " means association of a
specific Solution with a unique Envoii Engine ID.
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1.7
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"CardVoii Patent" means
International Patent Application number PCT/US01/28150 filed
9/06/01 entitled Method and Paratus for a Portable Information
Account Access Agent, as detailed in Exhibit
D .
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1.8
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"CardVoii Solutions" are Envoii
Solutions based on the CardVoii Patent.
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1.9
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"Payment Solution" means
Licensee’s business of providing a hosted online payment
solutions exclusively that enables transactions between businesses
and consumers, employing CardVoii Solution(s) using any of
Licensee’s backend platform
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1.10
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"Bridge Demo Solution" means the
Envoii demo system using the Bridge E wallet and is downloadable
from the Envoii Site and Server. Licensee may with after submits it
backend solution to change the name from Bridge to its current E
wallet product.
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2.1
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Exclusive License Grant. Envoii
hereby grants to Licensee an exclusive and nontransferable right to
(a) Deploy CardVoii Solutions that Licensee will Develop for its
Payment Solution Business; and (b) make available to users of its
Payment Solution Business, the Envoii Engine in English language
version through: (i) downloading from Envoii’s website; (ii)
distributing in a form of a medium such as CD-ROM appended to any
magazines; (iii) installation of the Envoii Engine in the
appliances manufactured by Licensee's affiliated companies. Envoii
hereby reserves all rights to the CardVoii Patent, and any
copyrights, patents, or trademarks embodied therein, except for the
rights expressly granted herein.
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2.2
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Quality Assurance. Envoii may in
its discretion test each Solution, whether before or after
Deployment, for compliance with this Agreement. Licensee shall
deliver to Envoii all code and other materials essential for such
tests, at Envoii's request. In the event that Solutions are found
not to be in compliance herewith, Licensee shall have 30 days to
correct such Solutions. In case there are defects with the Envoii
Engine or the Solution File Format, Envoii shall make every
reasonable effort to repair such defects.
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2.3
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Restrictions. Licensee shall not
modify, translate, reverse compile or disassemble the Solution File
Format. Licensee acknowledges that no copy of the source code of
the Solution File Format will be provided to Licensee and Licensee
has no right to develop, possess, or use the source
code.
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3.
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ENVOII ENGINE. Envoii will make
available to Licensee the Envoii Engine (in English language
version). Licensee shall notify its internal users of such
availability and shall ensure that each Customer is responsible for
notifying its users of the availability of the Envoii Engine.
Unless otherwise set forth in 2.1, Licensee shall not distribute,
sell, lease, license or sublicense the Envoii Engine or any
language extensions, or modify the Envoii Engine in any way.
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4.
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SERVICES. Envoii shall provide
to Licensee the maintenance and support services set forth
in Exhibit B , on the terms
and conditions therein.
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5.1
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CardVoii Exclusivity Fees. The
Exclusivity Fee shall be $385,000, to be paid in full by November
1, 2006.
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5.2
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CardVoii Royalties. During the
initial two year term of this contract and thereafter so long as
the contract is renewed Licensee shall pay to Envoii Royalties for
CardVoii Solutions based on transactions from the Payment Solution
(or fees which Customers pay Licensee for the Payment Solution).
The Royalties shall be $0.20 per transaction or 20% of the gross
transaction excluding micropayment transations Licensee shall
guarantee minimum Royalties of $50,000 for year two starting
November 1, 2007 , $100,000 for year three, and $250,000 per year
four thereafter to keep exclusive contract for payments.
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5.3
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Third Party Deployment of Solutions.
Should a Third Party enter a negotiation with Envoii
to deploy a Payment Solution, Licensee must approve of such
transaction. Envoii shall pay Licensee 20% of CardVoii patent
licensing revenues from any such transaction as long as Licensee is
still the exclusive licensee the developed payment
Solution.
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5.4
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Payment of Fees. Licensee shall
pay Envoii all licensing, development, royalty, maintenance and
other fees in the US Dollars by wire transfer to the bank account
designated in writing by Envoii.
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5.5
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Taxes . All charges and fees
provided for in this Agreement are exclusive of any taxes, duties,
or similar charges imposed by any government. Licensee shall pay or
reimburse Envoii for all federal, state, dominion, provincial, or
local sales, use, personal property, excise or other taxes, fees,
or duties arising out of this Agreement or the transactions
contemplated by this Agreement (other than taxes on the net income
of Envoii). Notwithstanding anything to the contrary set forth
herein, in the event any withholding taxes or other similar taxes
are required to be paid by Licensee on any amounts to be paid under
this Agreement, Licensee shall deduct such withholding or similar
taxes from the amounts agreed in this Agreement and pay Envoii the
amount less the deducted tax. Licensee shall effect the payment of
such tax to the appropriate tax authorities of the government and
promptly send to Envoii an official tax certificate or other
evidence issued by such authorities.
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6.
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MARKETING AND PUBLICITY
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6.1
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Joint Marketing . As soon as
practicable after the Effective Date, upon Envoii's reasonable
request, Licensee shall use commercially reasonable efforts to
prepare for and participate in public events specified by Envoii to
announce the relationship between Envoii and Licensee established
hereby and to promote public acceptance and use of the Envoii
platform. Such public events may include without limitation trade
shows, press and analyst meetings, executive briefings, technology
discussion panels, and interviews with the media.
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6.2
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Publicity . Envoii may use
Licensee's name in press releases, product brochures and financial
reports indicating that Licensee is a customer of Envoii, provided
that Envoii gives Licensee prior reasonable notice of its use. If
Envoii wishes to use a Customer's name in publicity and marketing
materials as a customer of the Envoii engine, Envoii shall give
Licensee a prior reasonable notice of its use.
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7.1
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Reports . Licensee shall
maintain complete and accurate records and shall report to Envoii
at the end of each calendar quarter identifying all Solutions
offered, used internally, and delivered, the names and addresses
for each Customer, the actual usage and transaction volume and
value, and such other information regarding its performance
hereunder as Envoii may reasonably request.
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7.2
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Audits. Envoii reserves the
right to inspect and test Solutions Deployed by Licensee. In all
cases, Envoii shall provide 14 days' written notice of such
inspections and tests. Each party shall bear its own costs in such
audits, unless they uncover a 5% or greater underreporting of usage
by Licensee in any quarter, in which case Licensee shall pay or
reimburse Envoii's reasonable cost therefore.
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8.1
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License Grant . Envoii hereby
grants to Licensee a worldwide, limited, nonexclusive,
nontransferable, royalty-free, revocable right to use Envoii
trademarks, designated by Envoii in Exhibit
D (the "Marks") solely for the promotion,
marketing, and sale of Solutions, in accordance with Envoii's
Branding Requirements set forth in Exhibit
D , as the same may be revised by mutual
Agreement by the parties.
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8.2
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Quality. Licensee shall ensure
that all Solutions satisfy the performance and other
specifications set forth in Exhibit D
. Envoii may inspect such Solutions which use the
Marks on the website, to ensure that such usage complies herewith.
Each party shall bear its own costs in such inspections, unless
they uncover material breaches hereof by Licensee, in which case
Licensee shall pay or reimburse Envoii's reasonable cost
therefore.
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8.3
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Ownership of Marks. Envoii is
the sole owner of the Marks and all goodwill associated therewith.
Licensee's use of the Marks inures solely to the benefit of Envoii.
Licensee shall take no action inconsistent with Envoii's rights in
the Marks. If at any time Licensee acquires any rights in, or
registrations or applications for, the Marks by operation of law or
otherwise, it will immediately upon request by Envoii and at no
expense to Envoii assign such rights, registrations, or
applications to Envoii, along with any and all associated goodwill.
Envoii may c
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