EX-10.1 2 0002.txt TRACCS SOFTWARE PURCHASE AGREEMENT TRACCS SOFTWARE PURCHASE AGREEMENT TELEMETRIX RESOURCE GROUP LTD., a Nova Scotia corporation ("Seller"), TELEMETRIX INC., a Delaware corporation ("Parent"), and NEXTECH CATALYSTS INC. ("Buyer"), execute this TRACCS SOFTWARE PURCHASE AGREEMENT ("Contract") effective as of August 31, 2000 ("Contract Date"). WHEREAS, Seller owns the Telemetrix Revenue Awareness Customer Care System ("TRACCS") software for telecommunications customer billing & management services; WHEREAS, Seller provides telecommunications customer billing & management services using TRACCS (the "Business"); WHEREAS, Parent is Seller's ultimate corporate parent; WHEREAS, Buyer holds common stock of Superwire.com Inc. ("Superwire"); WHEREAS, Buyer, Seller and Parent propose that Buyer acquire TRACCS and associated assets and assume selected liabilities of the Business in exchange for Superwire common stock owned by Buyer; NOW, THEREFORE, in consideration of the mutual promises and covenants of this Contract, the receipt and sufficiency of which is hereby acknowledged, the parties agree: 1. Sale of TRACCS Assets. Seller hereby sells for the consideration set forth in Section 5 of this Agreement, assigns, and delivers to Buyer the assets identified in Schedule 1 (the "TRACCS Assets") and transfers the Approved Contracts identified on Schedule 3 assumed liabilities identified in Schedule 4. Except as identified in Schedule 1, all TRACCS Assets shall be transferred free and clear of all liens and encumbrances. 2. Responsibility for Accounts Receivable. Seller shall retain ownership of all accounts receivables identified in Schedule 2 ("Accounts Receivables"). All Accounts Receivables arising from Seller's operation of the Business prior to August 31, 2000, including, but not limited to, the Accounts Receivable shown in Schedule 2, shall belong to Seller and those Accounts Receivable arising from the operation of the Business by Buyer after September 1, 2000 shall belong to Buyer. Buyer shall, for a period of ninety (90) days following August 31, 2000, have the obligation to collect Seller's accounts receivable as Seller's agent without commission or compensation. Buyer shall use its best efforts, short of instituting legal action, to collect such Accounts Receivable. Buyer will not, without the consent of the Seller, compromise to settle for less than full value, any such Accounts Receivable, and, during the nine-day (90) period, all moneys collected from any customer indebted to Seller shall first be applied to such customer's account with Seller, provided, however, in the event Buyer shall discover that any of Seller's Accounts Receivable are disputed in good faith by the customer, Buyer shall promptly notify the Seller in writing. Seller shall have at least ten (10) days from receipt of such notice to investigate and/or object said such Accounts Receivables, and if, at the end of such period, the matter shall not have been resolved, Buyer shall return such Accounts Receivable to Seller and may thereafter deal with customers as if they were not indebted to Seller, without the obligation of applying any funds subsequently received from such customer to its account with Seller. Buyer shall account to Seller with respect to the collection of Seller's Accounts Receivables and remit to Seller the amount due Seller every seven (7) days during the ninety (90)-day period in which Buyer shall collect Seller's Accounts Receivables. Buyer shall remit by wire transfer all Amounts collected under this section. For credit to National Bank of Commerce: ABA Routing 104000058 For further credit for Valley Bank and Trust: 7952000350 For final credit for Telemetrix Inc. Account: 167882 The parties understand that Schedule 2 lists outstanding invoices and estimates of invoices which will be posted to Seller's customers for work completed through August 31, 2000 (the "Accounts Receivable Date") but does not include any work in progress after the Accounts Receivable Date. 3. Assignment of Approved Contracts. Seller assigns all of its rights and interests to the leases, leasehold interests or contracts identified in Schedule 3 ("Approved Contracts"): Approved Contracts listed in Schedule 3 are hereby assigned to Buyer; Approved Contracts listed in Schedule 3.A will be automatically assigned to Buyer after Seller receives all requisite consents necessary to assign those Approved Contracts. Only the Approved Contracts will be transferred to Buyer; Buyer will not have any liability for any contractual obligation of Seller not expressly listed in Schedule 3. 4. Assumption of Liabilities. Buyer hereby assumes the liabilities identified in Schedule 4 ("Assumed Liabilities"). Buyer does not assume or have any liability for any obligation or liability of Seller not identified in Schedule 4. 5. Transfer of Superwire Stock to Parent. Buyer hereby transfers 1 million shares of Superwire.com, Inc. ("Superwire") common stock (the "Superwire Stock") to Parent (an Executed Stock Power is attached as Exhibit 5). Parent agrees not to sell the Superwire Stock before January 1, 2001. 6. Additional Superwire Stock to Parent. If the closing price for Superwire's common stock does not exceed ten dollars ($10.00) by January 1, 2001, then Buyer must transfer additional Superwire Stock to parent, so that the parent will own ten million dollars ($10,000,000) of Superwire common stock, such value to be based on the average closing price of Superwire common stock ten (10) consecutive trading days preceding February 1, 2001, provided, however, that the number of additional shares of Superwire common stock Buyer must transfer to Seller, pursuant to this Section 6 and shall not exceed Five Hundred Thousand (500,000) shares. 7. Seller's Representations & Warranties. Seller represents and warrants that, to its actual knowledge after reasonable inquiry ("Knowledge"): 7.1. Corporate Organization and Good Standing. Seller is duly organized, validly existing and in good standing under the laws of Nova Scotia. 7.2. Ownership of Assets. Except as listed in Schedules 1, 2 & 3, Seller has exclusive ownership of the TRACCS Assets, Accounts Receivable and Approved Contracts, including all associated intellectual property rights. 7.3. Corporate Authority. Seller has full corporate power and authority to enter into this Contract and to perform its obligations. 7.4. No Litigation. Except as identified in the Schedules, there is no litigation, proceeding, investigation pending or threatened that involves the TRACCS Assets, Accounts Receivable, Approved Contracts or Assumed Liabilities. 7.5. Report by Management Network Group. Seller provided Buyer with a true and correct copy of the report by the Management Network Group that evaluated TRACCS. Seller does not represent or warrant as to the accuracy of that report. 2 8. Parent's Representations & Warranties. Parent represents and warrants that: 8.1. Accredited Investor. Parent has over $5 million in total assets and therefore is an "accredited investor" as defined in SEC Rule 501(a). 8.2. Corporate Organization and Good Standing. Parent is duly organized, validly existing and in good standing under the laws of Delaware. 8.3. Ownership of Seller. Parent indirectly owns 100% of Seller's voting stock and can direct Seller to enter into this Contract and to perform its obligations. 8.4. Corporate Authority. Parent has full corporate power and authority to enter into this Contract and to perform its obligations. 9. Buyer's Representations and Warranties. Buyer represents and warrants that: 9.1. Corporate Organization and Good Standing. Buyer is duly organized, validly existing and in good standing under the laws of the Province of Ontario, Canada. 9.2. Corporate Authority. Buyer has full corporate power and authority to enter into this Contract and to carry out its obligations. 9.3. Ownership of Superwire Shares. Buyer has exclusive ownership rights to the Superwire Shares. The Superwire Shares are duly authorized, issued, fully paid and non-assessable. 9.4. Rule 144(k) Qualification. Buyer has owned the Superwire Shares since its date of incorporation and acquired the Superwire Shares from a non-affiliate of Superwire. Buyer is not an affiliate of Superwire. 9.5. Superwire Disclosure. Buyer caused Superwire to provide the Disclosure Information specified in the Superwire's. Officer's Certificate (Exhibit 6). 9.6. No Litigation. There is no litigation, proceeding, investigation pending or threatened that involves the Superwire Shares. 9.7. Officer's Certificates. Buyer shall cause Superwire to deliver and execute the Superwire.com Officer's Certificate representing and warranting certain matters as set forth in Exhibit 6. 10. Further Assurances. Each party will execute such additional instruments and take such other actions requested by another party in order to effectuate this Contract. 11. Governing Law. This Contract shall be governed by and construed and enforced in accordance with the laws of the State of Nebraska. 12. Arbitration of Disputes. All disputes arising from this Agreement will be submitted to binding arbitration in accordance with the Expedited Procedures of the American Arbitration Association's Commercial Arbitration Rules. The arbitration will be held in Denver, Colorado. The Arbitrator's decisions must be delivered in writing supported by written findings of fact and conclusions of law. Any competent court may enter judgment upon the Arbitrator's awards. The prevailing party, as part of its damages, shall be entitled to recover its legal fees and expenses incurred in such action from the losing party. 13. Construction and Interpretation. Unless the context requires otherwise, words denoting the singular may be construed as denoting the plural and the words of the plural may be construed as denoting the singular as is appropriate. The terms "include" and "including" mean "including without limitation". The term "laws" include constitutions, statutes, rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, restrictions and charges; a reference to a specific statute also refers to regulations relating to that statute. An "Affiliate" of a party means any person (individual or entity) that directly, or indirectly through one or more intermediaries, controls, is 3 controlled by or is under common control with the party. The section titles are stated only for convenience and shall not control or affect the interpretation or construction of any provision of this Contract. If any particular provision of this Contract is found to be invalid or unenforceable, it is to that extent deemed to be omitted in the particular jurisdiction(s) where the provision is invalid or unenforceable and the remaining provisions of this Contract shall not be affected by such omission. No provision of this Contract shall be altered, amended, revoked or waived, except by an instrument in writing signed by all parties. A waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent or other breach. This Contract may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute a single instrument; provided, however, that this Contract shall not become binding upon any of the parties unless and until counterparts are executed by all parties. Each such counterpart shall be considered an original. A facsimile signature shall constitute an original signature. 14. Entire Agreement. This Contract sets forth the entire agreement and understanding of the parties and supersedes all prior understandings, agreements or representations by or between the parties, whether written or oral. IN WITNESS WHEREOF, after reading and understanding its terms, each party's duly authorized representative has executed this Contract. SELLER: TELEMETRIX RESOURCE GROUP LTD., a Nova Scotia corporation By: /s/ Marguerite McKee ----------------------------------------- Marguerite McKee, President PARENT: TELEMETRIX INC., a Delaware corporation By: /s/ Michael J. Tracy ----------------------------------------- Michael J. Tracy, Chief Executive Officer BUYER: NEXTECH CATALYSTS INC., an Ontario, Canada corporation By: /s/ ----------------------------------------- Secretary 4 SCHEDULE 1: BUSINESS ASSETS A. Business Assets not subject to Liens: 1. Telemetrix Revenue Awareness Customer Care System ("TRACCS") Software
2. Furniture:+ Area Quantity Description ----------- ---- -------- ----------- Financial 1 work station 1 desk chair Secretarial station 1 wooden 2 piece desk 1 desk chair Exec office 1 table 1 3 piece wooden desk 1 desk chair 6 table chairs 1 bookcase 1 wall cupboard 1 wood credenza G Bigwood 2 visitor chairs 1 desk chair 1 2 drawer file cabinet 1 2 piece wood desk L Bigwood 2 visitor chairs 2 desk chair 2 2 drawer file cabinet 1 2 piece wood desk N Jamshed 2 visitor chairs 1 desk chair 1 4 drawer file cabinet 1 wood desk 1 small wood table Printer 1 wood credenzas Workstations 17 Chairs 10 File cabinets 3 four drawer Meeting room 1 long wood table chairs
---------------------------- + The Call center furniture belongs to Mondetta, which had loaned it to Seller. SCHEDULE 1: BUSINESS ASSETS (continued) A. Business Assets not subject to Liens: (continued)
3. Computers: --------- Type Mfr. Model Serial Number ---- --- ----- ------------- Desktop Dell D1028L 66746-JDUUQ-68 Desktop Dell VCDTS21348-2M 8490309879 Laptop Toshiba PAS250CA 7801270 Desktop Compaq 491 615CBQ3AAQ77 Laptop IBM 2640-40U 78-RB533 Desktop IBM Netfinity 3000 Desktop Dell E80HQ Desktop Dell PowerEdge 2200 Desktop IBM 6892 235YMME Desktop Acer M11E/H71 83016143AQ Desktop Dell PowerEdge 2300 Desktop IBM Netfinity 3000 Desktop Compaq Laptop Acer Extensa 9147A015019110013BM Laptop Dell Insprion 3200 5119C Desktop IBM 8G84610952 Desktop IBM 6892 23N7579 Laptop Acer Extensa 9145B01605903002F4K Desktop IBM 6892 23N7798 Desktop IBM 6892 23N8017 Desktop IBM 6892 23N7616 Desktop Dell PowerEdge 2200 Desktop Dell OptiPlexGx1p 46EZA Desktop Dell PowerEdge 2300 Desktop Dell E80HR Laptop Dell
4. Business Solutions AS 400 Computer Equipment Type/Part# Quantity Serial Number -------------------- -------- ------------- AS 400 Terminals 10 unknown 9406 E35 10-29261 9337 240 10-19110 10-16442 10-11073 10-14683 020 10-03464 10-12225 10-07467 10-05146 D60 9406 10-25129 9337 020 10-02781 9337 020 10-04176 9337 10-11626 9337 10-05288 9337 10-05848 9406 5042 10-05118 9406 5042 10-01095 9336 020 10-16168 Proprietary System Software Telemetrix Revenue Assurance and Customer Care System: - all program source code - all procedures - all utilities - all user documentation - all system documentation - all P.C. related support code and utilities Pre-Paid Unlimited Usage Plan: - all program source code - all procedures - all utilities - all user documentation - all system documentation - all P.C. related support code and utilities - all Database engines compilers, utilities - all 3rd Party support software - all AS/400 related support code and utilities AS/400 Hardware/System Software Inventory AS/400 Model D-60 Processor s/n 9406-FC5042-05288 Storage rack s/n 10-00A6445 Storage rack s/n 10-00A4467 Storage rack s/n 10-00B0529 Storage rack s/n 10-25129 Storage rack s/n 10-04176 AS/400 Model E-35 Processor s/n 9406-10-29261 Storage rack s/n 10-0040189 AS/400 Model B-35 Processor s/n 9406-10-0079483 Storage rack s/n 10-0018175 All AS/400 Terminals, Routers, Hubs, and Cables Powerware plus UPS (uninterruptible power supply) 3 racks s/n B0482A0133 QMS 3225 laser printer s/n Q0078268 QMS 3225 laser printer s/n Q0052595 IBM 3812 laser printer s/n 40707P170P All Operating systems, Compilers, and Support Utilities All AS/400 based 3rd Party support software SCHEDULE 1: BUSINESS ASSETS (continued) A. Business Assets not subject to Liens: (continued) 4. Business Solutions AS 400 Computer (continued) ---------------------------------- Equipment Type/Part# Quantity Serial Number -------------------- -------- ------------- 9336 10-31584 10-01528 10-09113 10-12903 10-13204 10-11981 10-15510 10-06011 10-02579 10-22468 9337 10-13499 10-12322 10-18749 10-17457 10-04252 10-03448 LMC Magna MCI 9955 12251 IBM3570 1353947 9347 38005 9406 B35 10-28201 9336 010 10-07227 10-04226 10-01795 10-01790 10-05392 10-08702 Power Ware Plus UPS BQ48280113 9347-001 10-09871 Printers QMS3225 2 SCHEDULE 1: BUSINESS ASSETS (continued) B. Business Assets subject to Liens: Asset Lienholder Associated Document ----- ---------- ------------------- None Identified C. Assets specifically retained by TRG 1. Computers: --------- Type Mfr. Model Serial Number ---- --- ----- ------------- Laptop Acer 330 9140C0100591500383M Lapton Acer Extensa 9147A0132182900501M Desktop IBM 6892 23N8221 Laptop++ IBM 2640 78N544 2. Furniture: Area Quantity Description ---------- ---- -------- ----------- M McKee 1 3-piece wood desk 1 Desk chair 4 Visitor chairs 1 Credenza G Wasylyk 1 2-piece desk 1 credenza 2 visitor chairs 1 desk chair Financial 1 desk chair 1 visitor chair 1 workstation 2 2-drawer file cabinet 1 4-drawer file cabinet Display Booth 1 10'x10' Nimlok with accessories ------------------------- ++ With Oz Pedde In Winnepeg. SCHEDULE 2: ACCOUNTS RECEIVABLES As of August 31, 2000 Name Total Due Christian Telecom Network US $ 8,629.63 Commonwealth US $ 5,008.21 Comtel Communications US $ 73,981.18 FON Digital Network US $ 0.00 Mondetta Telecommunications US $ 73,683.63 Promise Net International US $ 20,752.45 TransNet Connect US $ 7,642.33 UC Hub Inc. US $ 13,415.07 TOTAL US $ 203,112.50 Less Mondetta -73,683.63 Accounts Receivable Balance Due on Closing 129,428.87 ---------- NOTES SCHEDULE 3: APPROVED CONTRACTS A. Contracts immediately assignable: 1. Photocopier and fax machine lease (with Image Financial (formally OE --------------------------------- Canon Leasing)). 2. Customer Contracts ------------------ Comtel UCHub (to be signed) Transnet Connect CTN CommonWealth/Wordlink FON Digital PromiseNet Canyon Telecom Technology Depot (inactive) USA Digital (inactive) 3. Other Contracts: Tony Kemp Employment Agreement --------------- B. Contracts to be assigned after receiving requisite consents: 1. Dell computer leases: --------------------
Lease Monthly Lease No. Mfr. Product Serial Number Term Started Expires Payment --------- ---- ------- ------------- ---- ------- ------- ------- 270158-003 Dell Inspiron 3200 5119C 2 years 10/1/98 10/1/00 $215.96 270158-004 Dell Inspiron 2 years 2/1/00 2/1/01 $294.09 270158-006 Dell SQL Server E80HR 3 years 4/5/00 4/5/03 $576.84
2. IAC computer leases: -------------------
Lease Monthly Lease No. Mfr. Product Serial Number Term Started Expires Payment --------- ---- ------- ------------- ---- ------- ------- ------- Schedule IBM 8484610952 IBM 6892 23N7579 Acer Extensa 9145B01605903002F4K IBM 6892 23N7798 IBM 6892 23N8017 IBM 6892 23N7616 Dell OptiPlexGx1p 4EZA
SCHEDULE 3: APPROVED CONTRACTS (continued) B. Contracts to be assigned after receiving requisite consents: (continued) 2. IAC computer leases: -------------------
Monthly Lease No. Product Term Started Expires Rent GST PST Payment --------- ------- ---- ------- ------- --------- --- --- ------- Schedule A 3 years 12/5/98 12/5/01 $705.78 Schedule B 3 years 1/1/99 1/1/02 $436.20 Schedule C 3 years 12/5/98 3/13/02 $567.49
3. Rented Equipment for Business Solutions AS 400 ---------------------------------------------- Equipment Type/Part# Serial Number -------------------- ------------- 9406 D60 10-AS712 9406 5042 10-02005 9337 240 10-18707 10-18654 10-18099 10-36799 SCHEDULE 4: ASSUMED LIABILITIES A. All Liabilities incurred after Closing on the TRACCS Assets and Approved Contracts. B. All personal property taxes with respect to the TRACCS Assets and Approved Contracts after Closing. C. The following Employee at the salary indicated and employment contract, as noted: Name Salary CPP/EI Comments ---- ------ ------ -------- Kemp Tony $5,458.33 $392.14 Employment contract EXHIBIT 5: STOCK POWER AND ASSIGNMENT FOR BUYER'S SUPERWIRE STOCK FOR VALUE RECEIVED, Nextech Catalysts Inc , ("Assignor"), does hereby transfer unto Telemetrix Inc., a Delaware corporation ("Transferee"), 1,000,000 common shares (the "Shares") of SUPERWIRE.COM, INC., a Nevada corporation (the "Corporation"). The Shares are registered in Assignor's name on the Corporation's stock records and are represented by attached Stock Certificate No. . Assignor hereby irrevocably appoints the Corporation's corporate Secretary, with full power of substitution, as attorney-in-fact to transfer the Shares on the Corporation's stock records. ASSIGNOR: NEXTECH CATALYSTS INC. By: -------------------------------------- --------------------------- ) ) ss. --------------------------- ) ________________________________ personally appeared before me and provided me with satisfactory evidence of his identity. After being duly sworn, he stated he is the _______________________of Nextech Catalysts Inc. ("Assignor"), executed the foregoing STOCK POWER AND ASSIGNMENT ("Document") in his capacity as Assignor's Partner, and certified that by his execution of this Document Assignor executed and verified this Document. WITNESS my hand and official seal. Notary Public ------------------------------- My commission expires: ---------------------- EXHIBIT 6: SUPERWIRE OFFICER'S CERTIFICATE The undersigned ("Executive") hereby certifies that he is the duly elected, qualified, and serving President of SUPERWIRE.COM, INC., a Nevada corporation ("Company"). Company represents and warrants that, on the day of this Certificate: 1. Corporate Organization and Good Standing. Company is duly organized, validly existing and in good standing under the laws of Nevada. 2. Nextech Catalysts Inc. ("Buyer") owns at least one million shares of the Company's common stock. The stock owned by Buyer was duly authorized and issued and is fully paid and nonaccessable. Buyer's owned that Company stock since its date of the incorporation. Buyer is not a Company affiliate "as defined in SEC Rule 144(a)(1)," the Buyer has never been a Company affiliate, and Buyer did not acquire the Company stock referred to in this paragraph from a Company Affiliate. 3. Company provided TELEMETRIX RESOURCE GROUP LTD. ("Seller") and TELEMETRIX INC., a Delaware corporation ("Parent") with documents and information about the Company ("Disclosure Information"). That Disclosure Information: 3.1. is accurate and complete; 3.2. includes all public information specified in SEC Rule 144(c)(2); 3.3. contains all documents and information provided to either the SEC or the National Association of Securities Dealers ("NASD"); 3.4. does not make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; Since the date of the Disclosure Information, there has been no material adverse change in the Company's business, financial condition, properties, results of operations or prospects. 4. No material litigation or other material proceeding has been commenced by any person or governmental agency relating to the offering of Company's common stock or against the Company or its properties which is material to the Company's business, financial condition, properties, results of operations or prospects. Company provides this Officer's Certificate in accordance with Section 10 of the TRACCS Software Purchase Agreement, dated August 11, 2000, among TELEMETRIX RESOURCE GROUP LTD., TELEMETRIX INC., a Delaware corporation ("Parent"), and Nextech Catalysts Inc. Buyer. IN WITNESS WHEREOF, I execute this Certificate as of August 31, 2000. SUPERWIRE.COM, INC., a Nevada corporation By: -------------------------------------- President