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EXHIBIT
10.3
AGREEMENT
This
Agreement is made this the 31st day of August 2007 by and
between Secured Financial Network, Inc. (
Seller ) located at 101 NE 3 rd Ave.,
Suite 1500, Ft. Lauderdale, FL 33301 and Goldmill Productions,
LLC ( Buyer ) located at 817 Hogan Way,
Melbourne, FL 32940 known as the parties to this
Agreement.
Recitals:
Whereas,
Seller has agreed to sell its 100% ownership interest in The
All In Mall (www.theallinmall.com) to buyer. The
purchase will include all rights to the domain names,
established URL, Mall software and tracking system, web
design, and hosting server contract.
Purchase Price:
$75,000
to be paid in monthly installments of $3125 per month
beginning 60 days after installation of game software, but no
later than December 1, 2007.
Liabilities:
Seller
agrees to hold harmless Buyer from all liabilities incurred or
related to operation of the Mall prior to August 31, 2007 and
Buyer agrees to hold harmless Seller from any liabilities
incurred or related to the operation of the Mall after August
31, 2007.
Mall Condition:
It
is understood by the buyer that the Mall is being purchased in
“as is” condition and that no games are currently
licensed or housed in the Mall domain. Buyer will
have full access to developer of Mall software, (httpfactory
Blake Burdeen) on a direct basis. Buyer will be
liable for any and all charges incurred after August 31,
2007.
Delivery:
Upon
signing of the Sale Agreement
Dispute Resolution:
This
Agreement shall in all respects and for all purposes be
governed, interpreted, and construed in accordance with the
laws of the State of Florida and the United States of
America.
All-In-Mall
Sales Agreement & Note - continued
Notices:
Any
notice, request, or other correspondence pursuant to or in
connection with this Agreement shall be sent to any party to
Agreement via facsimile, registered mail, or personal delivery
at the respective address of the parties to this
Agreement.
Default:
Monthly
payments will be due on the 1 st of
each month beginning December 1, 2007. A 5% penalty
will be assessed if payment is not received by the 5
th of
each month.
Assignment:
This
Agreement shall inure to the benefit of and be binding upon
the respective parties and their successors and permitted
assigns and transferees. Excepts as expressly
provided herein, none of the parties shall assign or transfer
all or any part of this Agreement or any of its rights and or
obligations hereunder to any third party without the written
consent of the other party.
Entire Agreement:
This
Agreement sets forth the entire Agreement and understanding
between the parties relating to the subject matter contained
herein and supercedes all prior discussions among the
parties. This agreement may not be amended or
supplemented in any manner except by an instrument in writing
signed by a duly authorized representative of each of the
parties.
Confidentiality and Non-Circumvention:
The
parties to this Agreement agree to not disclose any
information relating to this Agreement without the permission
of the other party to this Agreement. At all time
will both parties be bound by the NDA already executed by the
parties.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives on the date
specified above.
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For
and on behalf of
Secured Financial Network, Inc.
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For
and on behalf of
Goldmill Productions, LLC
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| By_________________________ |
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By_________________________ |
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Name______________________
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Name______________________
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Title_______________________
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Title_______________________
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Date____/____/2007
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Date____/____/2007
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All-In-Mall Sales Agreement & Note
- continued
$ 75,000 Promissory Note
August 31, 2007
Goldmill
Productions, LLC (“Borrower”), located at 817
Hogan Way, Melbourne, FL 32940, in consideration for 100%
ownership of “The All-In Mall”, hereby promises to
pay to the order of Secured Financial Network, Inc.
(“Lender”), at its primary place of residence at
101 NE 3 rd
Avenue., Suite 1500, Ft. Lauderdale, FL or at such other
address given to Borrower by Lender, in immediately available
funds and in lawful money of the United States of America, the
principal sum of Seventy-Five Thousand Dollars ($75,000.00),
or such lesser sum as may be advanced and outstanding
hereunder, when demanded by Lender, together with interest on
the unpaid principal balance of this Note equal to zero
percent (0%) per annum. Based on such calculations
interest and principal shall be paid monthly on the first day
of each month, beginning December 1, 2007.
This
note is a result of the Agreement Dated
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