DATED 26 MAY 2005
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24 HOLDINGS INC
- and -
24 STORE (EUROPE) LIMITED
- and -
INFINICOM AB
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AGREEMENT FOR THE SALE AND PURCHASE OF
INTELLECTUAL PROPERTY RIGHTS
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<PAGE>
THIS AGREEMENT is made the 26th Day of May,
2005
BETWEEN:
(1) 24 Holdings Inc a company
registered in Delaware whose registered
office is at c/o Cyberia House Church Street Basingstoke
Hampshire
RG21 7QN ("24 Holding" or collectively with 24 Store "the
Seller")
(2) 24 Store (Europe) Limited whose
registered office is at Cyberia House
Church Street Basingstoke Hampshire ("24 Store" or collectively
with
24 Holding "the Seller")
(3) Infinicom AB whose registered
office is at Karlaplan 2, 114 60
Stockholm Sweden ("the Buyer")
NOW IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement:
"Completion
Date"
means the performance by the parties of
their obligations contained in clauses 3
and 4 of this Agreement
"Consideration"
means the sum of (i) three hundred and
fifty thousands British Pounds Sterling
(GBP 350,000) and (ii) the amount to be
determined by the parties in connection
with the Completion Date.
"Intellectual
Property Rights" means the
trademarks and domain names
listed in Schedule 1 hereto and any
trademark and domain name registered or
otherwise acquired by the Seller after
the date of this Agreement but on or
before the Completion Date.
1.2 In this Agreement, unless the
context otherwise requires, a reference
to:
1.2.1 a Clause or
Schedule is a reference to a clause of and
schedule to this Agreement;
1.2.2 a document
"in the agreed
form" is a reference
to a
document in the form
approved by the parties to this
Agreement;
1.2.3 "costs" includes
a reference to costs, charges and expenses
of every description;
1.2.4 a "person"
includes a reference to an individual,
partnership,
unincorporated association or body corporate
wherever
situate;
1.2.5 words,
expressions or abbreviations detailed in the
Schedules shall have the same meaning in this Agreement
except where otherwise provided.
1.3 The Schedules form part of this
Agreement and shall be interpreted and
construed as though they were set out in this Agreement.
1.4 The headings to Clauses, Schedules
and paragraphs of the Schedules are
for convenience only and shall not affect the interpretation or
construction of this Agreement.
2/6
<PAGE>
2. Recitals
2.1 The Seller is the holder and
rightful owner of the Intellectual
Property Rights.
2.2 The Seller wishes to sell the
Intellectual Property Rights to the
Buyer.
3. Transfer of the Intellectual
Property Rights and Sale and Purchase
3.1 Subject as hereinafter provided the Seller shall sell and thereby
assign all of its
right, title and
interest in the Intellectual
Property Rights to the Buyer.
3.2 The purchase price for the
Intellectual Property Rights shall be the
Consideration. The Consideration shall be paid through set-off as
set
forth in clause 4.2 below. 24 Store hereby agree and acknowledge
that,
by the payment of the Consideration to 24 Holding, full payment to
the
Seller for the Intellectual Property Rights has been made. The
parties
acknowledge that the cancellation of the obligations through
the
set-off in clause 4.2 represents all of the outstanding
obligations,
including all outstand
