EX-4.3 11 0011.txt EHIBIT 4.3 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made effective as of May 1, 2000, by and among 596319 B.C. LTD., a British Columbia corporation (the "Vendor") and COAST FALCON RESOURCES LTD. (the "Purchaser"). RECITALS A. The Vendor owns certain rights to a number registered internet domain names set out on Schedule A hereto (the "Names"). B. The Vendor desires to sell and the Purchaser desires to purchase the Names, pursuant to the terms and conditions set forth below. AGREEMENT NOW THEREFORE, in consideration of the mutual agreements, covenants, conditions, representations and warranties contained in this Agreement, the sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Purchase of Assets. --------------------- 1.1 Purchase and Sale. On the Closing Date (as defined below), the Purchaser shall purchase from the Vendor, and the Vendor shall sell, convey, transfer and assign to the Purchaser, the Vendor's right and beneficial interest in and to the Names. 1.2 Trust Declaration. The Vendor shall continue hold legal title to the Names, after the Closing Date, in trust for the sole benefit and use of the Purchaser in accordance with the provisions set out in Section 4 of this Agreement. 1.3 Renewal. The Purchaser acknowledges and agrees that it shall be solely responsible to renew, at its own expense, the registration of the Names as required upon the expiry of the registration term. 1.4 Obligations. Except for the obligations of the Purchaser under this Agreement, the Purchaser shall not assume, pay, perform or discharge (or cause to be paid, performed or discharged) any liabilities, expenses or obligations of the Vendor, whether fixed, unliquidated, absolute, contingent, known, unknown or otherwise. -87- 1.5 Purchase Price. On the Closing Date the Purchaser shall deliver to the Vendor a promissory note in favor of the Vendor in the amount of FORTY THOUSAND ($40,000.00) substantially in the form attached hereto as Schedule B. 1.6 Royalties. The Purchaser shall pay and deliver to the Vendor, upon receipt by the Purchaser, fifteen percent (15%) of all cash and other non-cash consideration received by the Purchaser at any time and from time to time after the effective date of the Agreement up to the close of business on April 30, 2005, to a maximum of $1,000,000 (non-cash consideration shall be valued at the time of receipt). 1.7 Closing. The consummation of the transaction contemplated herein shall take place on September 15, 2000, or at such other time the parties hereto mutually may determine (the "Closing Date"). 1.8 Conditions. The consummation of the transaction contemplated hereby is subject to the approval of the shareholders of the Vendor and the Purchaser. If such approvals are not obtained by September 15, 2000 this Agreement shall be terminated and have no further force or effect unless the parties hereto mutually determine otherwise. 2. Representations and Warranties of the Purchaser. The Purchaser represents ------------------------------------------------- and warrants to the Vendor that now and as of the Closing Date: 2.1 Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the province of British Columbia, and has all requisite corporate power and authority to enter into this Agreement and perform its obligations thereunder. 2.2 Authorization. All corporate action on the part of the Purchaser, and its officers, directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the transaction contemplated therein has or will be taken prior to the Closing Date. The Company will seek to obtain shareholder approval of the transaction contemplated hereby prior to the Closing Date. 2.3 Infringement. The Purchaser acknowledges and understands that the Vendor does not own nor is it conveying hereunder any trademarks or copyrights, and that the Purchaser has made no representation or warranty that the use of the Names will not infringe upon any third party rights under existing trademarks or copyrights. 3. Representations and Warranties of the Vendor. The Vendor represents and -------------------------------------------- warrants to the Purchaser that now and as of the Closing Date: 3.1 Organization. The Vendor is a corporation duly organized, validly existing and in good standing under the laws of the province of British Columbia and has all requisite corporate power and authority to enter into this Agreement and perform its obligations thereunder. -88- 3.2 Authorization. All corporate action on the part of the Vendor, and its officers and directors, necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated therein has or will be taken prior to the Closing Date. The Company will seek to obtain shareholder approval of the transaction contemplated hereby prior to the Closing Date. 3.3 Ownership . To the best of its knowledge, understanding and belief the Vendor: (i) is the legal and beneficial owner of the Names, and (ii) has the full right to sell the Names pursuant to the terms of this Agreement. 3.4 Other Interests. To the best of its knowledge, understanding and belief, there are no royalty or other interests of any nature whatsoever in the Names, except as disclosed herein. 4. Trust Declaration. ------------------ 4.1 The Vendor hereby declares that it shall hold legal title to the Names irrevocably in trust for the use, benefit, and advantage of the Purchaser. 4.2 The Vendor represents, warrants and covenants that it shall: (i) not sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber any of the Names without the express written consent of the Purchaser; and (ii) make such applications and execute all such documents and do all such dealings as is reasonably required by the Purchaser to protect its beneficial interest or to facilitate any request made by the Purchaser to effect a change in its beneficial interest in the Names. 4.3 The Vendor irrevocably appoints the Purchaser to be its lawful attorney in its name. 4.4 The Purchaser hereby agrees and acknowledges that it shall pay all costs of any kind or nature that arise, after the effective date hereof, in connection with the Names, including but limited to future registration costs, legal fees and taxes. 5. Indemnification. The Purchaser shall defend, indemnify and hold the --------------- Vendor and its directors, officers and representatives and their Affiliates and Associates (the "Indemnified Persons") harmless from and against, and reimburse the Vendor forthwith with respect to, any and all losses, claims, damages, liabilities, judgements, settlements, costs and expenses of every nature whatsoever, including reasonable lawyer's fees, incurred by the Vendor by reason of or arising out of or in connection with any threatened or actual legal, regulatory or other proceedings, arbitration, claims or hearings of any nature whatsoever as a result of any matters connected to the ownership, use, sale or lease of the Names. -89- 6. Competition ----------- The Purchaser acknowledges that the Vendor has retained legal and beneficial ownership to certain other internet domain names set out on Schedule C and that the Vendor may sell, transfer or use any of said assets in any manner the Vendor determines at its sole discretion without any consent or agreement of the Purchaser. 7. Miscellaneous. ------------- 7.1 Expenses. The Purchaser shall pay for all costs incurred in connection with the purchase and sale of the Names, including but not limited to legal and accounting fees. 7.2 Transfer, Sales and Property Taxes. The Purchaser shall pay any transfer, sales, purchase or use or similar tax imposed under law of any nation, province or any county, city or political subdivision thereof, arising out of the transaction contemplated by this Agreement and any filing or recording fees payable in connection with the instruments of transfer provided for herein. 7.3 Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior agreements, of the parties hereto with respect to the transaction contemplated by this Agreement. 7.4 Successors and Assigns. This Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors, assigns and legal representatives. 7.5 Amendment. No change, obligation or amendment of any provision of this Agreement will be valid unless set forth in written amendment to this Agreement signed by both parties hereto. 7.6 Governing Law. This Agreement will be interpreted, construed and enforced in accordance with the laws of the province of British Columbia. 7.7 Remedies and Warranties Disclaimer. IN NO EVENT SHALL THE VENDOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST REVENUES OR PROFITS, OR LOST DATA OR USE INCURRED BY ANY PARTY, HOWEVER CAUSED, NO MATTER WHAT THEORY OF LIABILITY, EVEN IF THE VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE VENDOR DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES. 7.8 Cooperation. The parties hereto agree to execute all such further documents and to do all such further acts as may be reasonably required in order to complete any portion of the transactions contemplated hereby. -90- 7.9 Counterparts. This Agreement may be executed in as many counterparts as may be necessary and by facsimile, each of such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the day and year first above written. IN WITNESS WHEREOF, the parties have executed this Agreement as of the 26th day of June, 2000. 596319 B.C. LTD. As per: /s/ Bill McCartney ----------------------- Authorized Signatory COAST FALCON RESOURCES LTD. As per: /s/ Vernon Meyer --------------------- Authorized Signatory -91- SCHEDULE "A" NAMES accessinside.com accommodationinside.com accommodationsinside.com accountantinside.com advertiseinside.com advertiseitinside.com advertisinginside.com adviceinside.com airfareinside.com airlineinside.com alabamainside.com albertainside.com amarilloinside.com anchorageinside.com anniversaryinside.com antiquesinside.com appliancesinside.com architectinside.com arizonainside.com arkansasinside.com astrologyinside.com atlantainside.com atlasinside.com attorneyinside.com auctionitinside.com auctionsinside.com automobilesinside.com autopartsinside.com autoracinginside.com autosinside.com baltimoreinside.com bankinginside.com bargaininside.com baseballinside.com basketballinside.com bcinside.com beerinside.com betinside.com bettinginside.com bikinginside.com birminghaminside.com birthdayinside.com blackjackinside.com bmxinside.com boatsinside.com boiseinside.com booksinside.com borrowinside.com bostoninside.com bowlinginside.com boxinginside.com boxofficeinside.com buffaloinside.com bungeeinside.com businessworldinside.com buyandsellinside.com calgaryinside.com californiainside.com camerasinside.com campinginside.com canadainside.com careersinside.com carsinside.com cashinside.com celebritiesinside.com charlestoninside.com chicagoinside.com childrenswearinside.com chiropractorinside.com christmasinside.com cincinnatiinside.com classifiedsinside.com clevelandinside.com clothinginside.com collectiblesinside.com cologneinside.com coloradoinside.com columbusinside.com computergamesinside.com computerinside.com computersinside.com computersoftwareinside.com connecticutinside.com connectinside.com consultantinside.com cookinginside.com cookinside.com cosmeticsinside.com crapsinside.com creditcardsinside.com cricketinside.com cruiseinside.com cruisesinside.com cyclinginside.com dallasinside.com daytradinginside.com delawareinside.com demoineinside.com dentistinside.com denverinside.com dialinside.com dietinside.com directoryinside.com discountsinside.com doctorinside.com downloaditinside.com drugsinside.com easterinside.com editorialinside.com edmontoninside.com educationinside.com -92- electronicsinside.com employmentinside.com engineerinside.com entertainmentinside.com eventsinside.com extremesportsinside.com eyesinside.com fashioninside.com fathersdayinside.com financialworldinside.com fishinginside.com fitnessinside.com fixitinside.com floridainside.com floristinside.com flowersinside.com footballinside.com fortworthinside.com freestuffinside.com furnitureinside.com gamblinginside.com gaminginside.com gardeninginside.com gardeninside.com georgiainside.com getyourassinside.com golfinginside.com graduateinside.com greenbayinside.com greetingcardsinside.com groceriesinside.com groceryinside.com haircareinside.com halloweeninside.com hardwareinside.com hartfordinside.com hawaiiinside.com healthcareinside.com hobbiesinside.com hockeyinside.com holidayinside.com holidaysinside.com homeinside.com honoluluinside.com horoscopeinside.com horseracinginside.com hotelsinside.com houstoninside.com huntinginside.com idahoinside.com illinoisinside.com incomeinside.com indianainside.com indianapolisinside.com infomercialinside.com inlineskatinginside.com insuranceinside.com investinside.com investmentbankerinside.com investmentinside.com investmentsinside.com iowainside.com ipoinside.com jacksonvilleinside.com jewelryinside.com kansascityinside.com kansasinside.com kauaiinside.com kentuckyinside.com kitcheninside.com knoxvilleinside.com ladieswearinside.com lasvegasinside.com laughlininside.com lawinside.com lawyerinside.com leaseinside.com leaseitinside.com libraryinside.com lingerieinside.com liqourinside.com littlerockinside.com lodginginside.com longdistanceinside.com losangelesinside.com louisianainside.com louisvilleinside.com luggageinside.com magazinesinside.com mailboxinside.com maineinside.com makeupinside.com mallinside.com manitobainside.com mapsinside.com marketinginside.com marylandinside.com massachusettsinside.com mauiinside.com memorabiliainside.com memphisinside.com menswearinside.com miamiinside.com michiganinside.com milwaukeeinside.com minivansinside.com minneapolisinside.com minnesotainside.com mississippiinside.com missouriinside.com montanainside.com montrealinside.com mortgageinside.com mortgagesinside.com mothersdayinside.com motorcrossinside.com motorcyclesinside.com motorsportsinside.com moviesinside.com musicworldinside.com mutualfundinside.com mutualfundsinside.com nashvilleinside.com nebraskainside.com nevadainside.com newbrunswickinside.com newfoundlandinside.com newhamsphireinside.com newjerseyinside.com -93- newmexicoinside.com neworleansinside.com newsworldinside.com newyorkinside.com newyorkinside.com northcarolinainside.com northdakotainside.com novascotiainside.com nwtinside.com oahuinside.com ohioinside.com oklahomacityinside.com oklahomainside.com onlinetradinginside.com ontarioinside.com opticalinside.com optometristinside.com oregoninside.com orlandoinside.com ottawainside.com palmbeachinside.com palmspringsinside.com peiinside.com pennsylvaniainside.com perfumeinside.com petsinside.com philadelphiainside.com phoenixinside.com phoneinside.com photographyinside.com physicianinside.com pittsburginside.com playinside.com playoffsinside.com pokerinside.com portlandinside.com postofficeinside.com prescriptionsinside.com progolfinside.com promoteitinside.com promotioninside.com prosportsinside.com psychicinside.com quebecinside.com racinginside.com readitinside.com realestateinside.com realtorinside.com recreationinside.com renoinside.com renovationsinside.com rentacarinside.com rentalcarinside.com rentalcarsinside.com rentalsinside.com rentinside.com rentitinside.com reservationsinside.com resortsinside.com rhodeislandinside.com richmondinside.com rockclimbinginside.com rodeoinside.com rollerbladinginside.com rouletteinside.com rrspinside.com rugbyinside.com runninginside.com sacramentoinside.com salesinside.com saltlakecityinside.com samplesinside.com sanantonioinside.com sandiegoinside.com sanfransicoinside.com saskatchewaninside.com schoolsinside.com scoreboardinside.com scubadivinginside.com securityinside.com seeitinside.com sellinside.com shoesinside.com shoppinginside.com showbizinside.com skateboardinginside.com skiinginside.com skincareinside.com skydivinginside.com slotsinside.com Snowboardinginside.com soccerinside.com southcarloinainside.com southdakota.com sportinggoodsinside.com sportsbookinside.com sportsnewsinside.com sportspoolinside.com sportswearinside.com sportsworldinside.com stampsinside.com stlouisinside.com stockbrokerinside.com stockmarketinside.com stockquoteinside.com stockquotesinside.com stpaulinside.com streetlugeinside.com subscribeinside.com surfinginside.com swimminginside.com tampabayinside.com tennesseeinside.com tennisinside.com texasinside.com thanksgivinginside.com theatreinside.com tiresinside.com toolsinside.com torontoinside.com tourisminside.com toursinside.com trackandfieldinside.com tradeitinside.com travelagentinside.com travelinginside.com travelworldinside.com tripsinside.com trucksinside.com -94- unitedstatesinside.com universityinside.com usedcarsinside.com utahinside.com vacationinside.com vacationsinside.com valentinesdayinside.com vancouverinside.com vansinside.com vegasinside.com vermontinside.com veterinarianinside.com victoriainside.com videogamesinside.com videosinside.com virginainside.com vitaminsinside.com volleyballinside.com washingtondcinside.com washingtoninside.com washingtoninside.com waterskiinginside.com weatherinside.com weddingsinside.com westvirginainside.com windsurfinginside.com wineinside.com wisconsininside.com wrestlinginside.com wyominginside.com yukoninside.com -95- SCHEDULE "B" PROMISSORY NOTE As required by the Asset Purchase Agreement made by and between the undersigned and 596319 B.C. Ltd. ("Vendor") effective May 1, 2000 (the "Agreement"), the undersigned hereby promises to pay the sum of FORTY THOUSAND DOLLARS ($40,000.00) to the Vendor, without interest forthwith on the earlier of: (a) the date on which the undersigned is in receipt of sale or lease proceeds, from the sale or lease of any of the internet domain names it purchased from the Vendor under the Agreement, having an aggregate value of $40,000.00; (b) the date on which the undersigned is in receipt of proceeds from the sale and issue of securities of the undersigned, after the date hereof, having an aggregate value of $200,000.00; and (c) June 30, 2001 DATED at Vancouver, B.C. this ___ day of September, 2000. COAST FALCON RESOURCES LTD. As per: ______________________________ Authorized Signatory -96- SCHEDULE "C" NAMES RETAINED BY VENDOR 1. BROKERinside.com 2. QUOTESinside.com 3. MDinside.com 4. OFFICEinside.com 5. GARAGEinside.com 6. FLYinside.com 7. LEARNinside.com 8. JOBSinside.com 9. FINDITinside.com 10. GETITinside.com 11. BUYITinside.com 12. SELLITinside.com 13. PLAYITinside.com 14. DOITinside.com 15. CHATinside.com 16. ESCORTinside.com 17. MEETMEinside.com 18. OPINIONSinside.com 19. BROADCASTinside.com 20. DEMOinside.com 21. TOYSinside.com 22. MBAinside.com 23. TRADEinside.com 24. NYCinside.com 25. LAinside.com -97-