-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EOqrTQg5RMxkQ/gAWYsWEQjKibJo1KWP+uftUetEAMRZq5FfNZABr7/CJ1CyLNqc MvSkgFPTqDu05KCTdTUt7w== 0001144204-02-000514.txt : 20020725 0001144204-02-000514.hdr.sgml : 20020725 20020725122907 ACCESSION NUMBER: 0001144204-02-000514 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020710 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET ADVISORY CORP CENTRAL INDEX KEY: 0000831489 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 870426358 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16665 FILM NUMBER: 02710633 BUSINESS ADDRESS: STREET 1: 2455 EAST SUNRISE BLVD STREET 2: SUITE 401 CITY: FT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: 8885220958 MAIL ADDRESS: STREET 1: 2455 EAST SUNRISE BLVD STREET 2: SUITE 401 CITY: FT LAUDERDALE STATE: FL ZIP: 33304 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPUS MTM CORP DATE OF NAME CHANGE: 19970215 8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) JULY 10, 2002 SCORES HOLDING COMPANY INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) UTAH 0-16665 87-0426358 - -------------------------------- ----------------- -------------------- State or other jurisdiction (Commission File (IRS Employer of incorporation or organization) Number) Identification No.) 150 E. 58TH STREET, NEW YORK, NY 10022 ------------------------------------------------------ (Address of principal executive offices)(Zip Code) (212) 421-8480 --------------------------------------------------------- (Registrants Telephone Number, Including Area Code) THE INTERNET ADVISORY CORPORATION --------------------------------------------- (Former Name If Changed since Last Report.) ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS On July 10, 2002 Registrant transferred its data center assets located at 2455 East Sunrise Blvd., Fort Lauderdale, Florida 33304 to Worldwide Connect, Inc. (WCI), a Nevada corporation, pursuant to an installment sale arrangement between Registrant, WCI, and Lonnie Divine, the principal of WCI. The assets consist of bay routers and computer hardware equipment previously utilized by Registrant in its Internet operations. In connection with the sale, WCI will make 24 monthly installment payments to Registrant in the aggregate amount of $200,000 followed by a nominal payment of $100 to complete the purchase. The value of the assets was determined through arms length negotiations between the parties. The sale of the data center assets concludes Registrants Internet related business and allows Registrant to devote all of its resources to its proposed adult entertainment business utilizing the Scores brand name. The asset sale transaction was effected through the execution of a July 2, 2002 Agreement to Execute Management Agreement and Option to Purchase and a July 2, 2002 Management Agreement among Registrant, WCI and Lonnie Divine, as prepared for Registrant by special Florida counsel. The obligation of WCI to pay the purchase price to Registrant is represented by a July 2, 2002 $200,000 promissory note (the Note) of WCI and Lonnie Divine. Payment on the Note is partially secured by certain real estate with an appraised value of between $150,000 and $155,000, pledged by Mr. Divine and transferred to his attorney pending payment in full on the Note. Registrant is presently negotiating to have the lease respecting the data center premises assigned directly to WCI. To the extent it is unable to do so, Registrant will remain liable to pay rent for the remaining term of the lease, which expires on February 28, 2003. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 7(c) Exhibits. 10.1 Agreement to Execute Management Agreement and Option to Purchase dated July 2, 2002 by and among Registrant, Worldwide Connect Inc., a Nevada corporation and Lonnie Divine. 10.2 Management Agreement dated July 2, 2002 by and among Registrant, Worldwide Connect, Inc., a Nevada corporation, and Lonnie Divine. 10.3 Promissory Note dated July 2, 2002 by and among Registrant, Worldwide Connect, Inc., a Nevada corporation and Lonnie Divine. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly cause this Report to be signed on its behalf by the undersigned hereunto duly authorized. SCORES HOLDING COMPANY INC. Dated: July 24, 2002 By: /s/ Richard Goldring -------------------- Richard Goldring President & Chief Executive Officer 3 EXHIBIT INDEX
Exhibit No. Name of Document Page - ------------ --------------------- ------ 10.1 Agreement to Execute Management Agreement and Option to Purchase dated July 2, 2002 by and among Registrant, Worldwide Connect Inc., a Nevada corporation and Lonnie Divine. 5 10.2 Management Agreement dated July 2, 2002 by and among Registrant, Worldwide Connect, Inc., a Nevada corporation, and Lonnie Divine. 15 10.3 Promissory Note dated July 2, 2002 by and among Registrant, Worldwide Connect, Inc., a Nevada corporation and Lonnie Divine. 21
4 EX-10.1 3 doc2.txt EXHIBIT 1O.1 AGREEMENT TO EXECUTE MANAGEMENT AGREEMENT ----------------------------------------- AND OPTION TO PURCHASE ---------------------- THIS AGREEMENT TO EXECUTE MANAGEMENT AGREEMENT and OPTION TO PURCHASE (Agreement) is entered into this 2nd day of July, 2002 by and between THE INTERNET ADVISORY CORPORATION, a Utah corporation of 150 East 58 Street, New York, New York10022 (Internet) and WORLDWIDE CONNECT, a Nevada corporation of 1470- N.W. 107th Avenue, Suite H, Miami, Florida 33143 (Worldwide), and LONNIE DIVINE (Divine) of 2356 N.W. 49 Lane, Boca Raton, Florida, all sometimes hereinafter referred to as the parties, WHEREAS, Internet desires to retain Worldwide to manage operations at its office located at Suite ST3, 2455 East Sunrise Boulevard, Fort Lauderdale, Florida (Subject Premises), as set forth in the Addendum to Lease dated February 10, 1999 entered into between Internet and Spring Lake Partners (Lease), said space being located on the ground floor of the International Building; and WHEREAS, Worldwide desires to lease and acquire the assets of Internet. NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereby agree as follows: OPTION TO ACQUIRE ASSETS AND MANAGE SUBJECT PREMISES - ----------------------------------------------------------- 1. GRANT OF LEASE OF ASSETS WITH OPTION (OPTION). Worldwide is hereby granted from Internet the Option to acquire the assets more specifically identified on Exhibit 1 attached hereto, which assets are being sold "as is", but free and clear of any claim, lien or encumbrance as of the date of this Agreement, with the exception of any rights granted to Landlord of the Subject Premises pursuant to the Lease with Landlord or pursuant to Florida's Non Residential Landlord-Tenant Act. Subject to the terms and conditions of this Agreement, Worldwide shall, in its capacity as manager of Internet Advisory at the Subject Premises, have the right to utilize said assets, however, it shall not have the right or authority to sell, transfer, 5 dispose, encumber, lien or in anyway, interfere with Internet Advisory Ownership rights until title has transferred to Worldwide as set forth in this Agreement. The parties shall execute a Management Agreement, a copy of which is attached hereto as Exhibit 2. 2. CONSIDERATION FOR OPTION AND MANAGEMENT ------------------------------------------- Worldwide shall pay to Internet twenty-four (24) payments, as an for the right to acquire the assets and use said assets, set forth on Exhibit 1 and for the right to retain all funds derived from the management of Internet Advisory premises, in the following amounts and at the following times: (A) Three (3) equal monthly payments commencing on July 1, 2002 of $6,250.00 per month which Internet acknowledges it has received payment in said amount for the first month under this Agreement. Worldwide shall pay on or before the 20th of July the sum of $6,250.00, and on or before the 2oth day of August the sum of $6,250.00, for the months of August and September. (B) Worldwide shall pay the sum of $7,500.00 per month on or before the 20th day of each month, three (3) equal continuous payments on September 20th, October 20th and November for the months of October through December, 2002. (C) Worldwide shall pay to Internet the sum of $8,820.00 per month in eighteen (18) continuous equal monthly payments the sum of $8,820.00 per month on or before the day of each month commencing on or before December 20, 2002 and continuing through May 20, 2004. (D) In the event of the failure of Worldwide to remit any payment as required herein, Worldwide shall be deemed in default and Internet shall, in addition to any other available remedy set forth herein, be entitled, at its option, to accelerate any and all remaining payments through July 2003, which shall become immediately due and payable to Internet. Divine and Worldwide will execute a Promissory Note, a copy of which is attached as Exhibit 3. (E) Internet agrees that it shall pay to the Landlord rent and the additional security deposit for the Subject Premises on a timely basis from the payment made by Worldwide through the 6 expiration of the Lease on February 28, 2003 or unless sooner terminated or canceled, whichever first occurs. Any difference between payment made by Worldwide and Internet's payment to the Landlord shall be deemed consideration toward the option to acquire the subject assets set forth in Exhibit 1, and consideration for use of assets and management of the subject premises. Subsequent to expiration of the lease, payment of all amounts due to Internet as set forth herein shall be their sole property. Worldwide shall, at its option, acquire title to said assets set forth on Exhibit 1, upon providing to Internet five (5) days written notice of its intent to exercise the option to purchase so long as it has made all payment hereunder assets as set forth in Exhibit 1 and pay the agreed upon option price of $100.00. 3. Divine shall execute a mortgage on real property more specifically securing payment to Internet, and further execute any and all documents necessary to guarantee Worldwide's obligation to Internet. Divine agrees that the subject real property is free of any claims, liens or encumbrances and that its has an value of more than $200,000,00 and that he is empowered to pledge said property for payment herein. (See Exhibit 4). 4. REPRESENTATIONS AND WARRANTIES BY INTERNET. Internet represents and warrants to Worldwide as follows: (a) Organization, Standing and Qualification. Internet is a corporation duly organized, validly existing and in good standing under the laws of Utah; it has all requisite corporate power and authority and is entitled to carry on its business as now being conducted and to own, lease or operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. (b) Execution, Delivery and Performance of Agreement; Authority. Neither the execution, delivery nor performance of this Agreement by Internet will, conflict with, result in a default, or create any liability, pursuant to any legal or contractual requirement to which Internet is a party. Internet has 7 the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. All proceedings required to be taken by Internet to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken and this cement constitutes a valid and binding obligation of Internet, enforceable against them in accordance with its terms. However, Internet specifically represents that this Agreement may be construed by the Landlord as an assignment or sub-let and may require consent by the Landlord, and in said event, Internet and Worldwide will cooperate with each other to obtain Landlord's consent, if necessary. (c) Litigation. There is no claim, legal action, suit, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, threatened against Internet, its assets or business or the transactions contemplated by this Agreement, that would adversely affect this agreement. (d) Title to Properties. Internet has good and marketable title to all the properties and assets it set forth on Exhibit 1. None of these assets are subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, with the exception of any Landlord's lien as established by the Lease or under Florida's Non-Residential Landlord-Tenant Act as previously stated herein. 5. REPRESENTATIONS AND WARRANTIES BY WORLDWIDE. Worldwide represents and warrants to Internet as follows: (a) Organization. Worldwide is a corporation duly organized, validly existing ------------ and in good standing under the laws of Nevada, and has full corporate power and authority to enter into this Agreement and the related agreements referred to herein and to carry out the transactions contemplated by this Agreement and to carry on its business as now being conducted and to own, lease or operate its properties. 8 (b) Authorization and Approval of Agreement. All proceedings or corporate action ---------------------------------------- required to be taken by Worldwide relating to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been taken at or prior to the Closing. (c) Execution, Delivery and Performance of Agreement. Neither the execution, --------------------------------------------------- delivery nor performance of this Agreement by Worldwide will, conflict with, result in a default to any provision of Worldwide's certificate of incorporation or by-laws or agreement, order, judgment or decree to which Worldwide is a party or by which it may be bound or affected. Worldwide has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all proceedings required to be taken by Worldwide to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto, have been properly taken and this Agreement constitutes a valid and binding obligation of Worldwide. (d) Litigation. There is no legal action, suit, arbitration, governmental ------------- investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the knowledge of Worldwide threatened, against or relating to Worldwide in connection with or relating to the transactions contemplated by this Agreement that would adversely affect this Agreement, and Worldwide does not know or have any reason to be aware of any basis for the same. 6. CONDUCT OF BUSINESS PRIOR TO CLOSING. (a) Prior to the Closing, Internet shall conduct its business and affairs only in the ordinary course and consistent with its prior practice and shall maintain, keep and preserve Internet's Assets in good condition and repair in accordance with present practices. Without limiting the generality of the foregoing, prior to the Closing Internet will not without Worldwide's prior written approval: (i) merge or consolidate or obligate itself to do so with or into any other entity; (ii) enter into any contract, agreement, commitment or other understanding or arrangement concerning Internet's assets; or 7. ACCESS TO INFORMATION AND DOCUMENTS. 9 Worldwide represents that it has been given full access to Internet's documents, contracts, books and records of Internet and that it has been furnished with copies of such documents, and of such information with respect to the affairs of Internet. Worldwide will not improperly disclose the same prior to the Closing. Worldwide specifically represents that it has fully completed its due diligence and it is fully satisfied on all aspects of Internet's business, including its financial statements, books and records. 8. BROKER COMMISSION. Neither Internet nor Worldwide have entered into any contract, arrangement or understanding with any person or firm which may result in the obligation to pay any finder's fees, brokerage or agent's commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby, nor are Internet or Worldwide aware of any claim or basis for any claim for payment of any finder's fees, brokerage or agent commissions or other like payments in connection with the negotiations leading to this Agreement of the consummation of the transactions contemplated hereby. 9. DIRECTORS AND SHAREHOLDER AUTHORIZATION. (a) At or prior to the Closing, Internet will deliver to Worldwide a copy of the resolutions of the Board of Directors and the resolutions or consents of the shareholders of Internet, together with any and all required resolutions or consents of the shareholders thereof, approving the execution and delivery of this Agreement and the consummation of all of the transactions contemplated hereby, duly certified by an officer of Internet, and Worldwide will deliver same to Internet, 10. CONDITIONS PRECEDENT TO WORLDWIDE'S OBLIGATIONS. All obligations of Worldwide hereunder are subject to the fulfillment or waiver by Worldwide of each of the following conditions at, or prior to the Closing, and Internet shall exert their best efforts to cause each such condition to be so fulfilled: 10 (a) All representations and warranties of Internet contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and shall be deemed to have been made again at and as of the date of the Closing, and shall then be true and correct in all material respects except for changes in the ordinary course of business after the date hereof in conformity with the covenants and agreements contained herein. (b) All covenants, agreements and obligations required by the terms of this Agreement to be performed by Internet at or before the Closing shall have been duly and properly performed in all material respects. (c) Since the date of this Agreement there shall not have occurred any material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of Internet. (d) All documents required to be delivered to Worldwide at or prior to the Closing shall have been so delivered. (e) Internet shall obtain written consents to the transfer or assignment to Worldwide of all agreements, licenses, leases and other material contracts of Internet where the consent of any other party to any such contract may, in the opinion of Worldwide's counsel, be required for such assignment or transfer. 11. CONDITIONS PRECEDENT TO INTERNET'S OBLIGATIONS. All obligations of Internet at the Closing are subject, at the option of Internet, to the fulfillment of each of the following conditions at or prior to the Closing, and Worldwide shall exert its best efforts to cause each such condition to be so fulfilled: (a) All representations and warranties of Worldwide contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and as of the Closing. (b) All obligations required by the terms of this Agreement to be performed by Worldwide at or before the Closing shall have been duly and properly performed in all material respects. 11 (c) There shall be delivered to Internet a certificate executed by the President and Secretary of Worldwide, dated the date of the Closing, certifying that the conditions set forth m paragraphs (a) and (b) of this Section 14 have been fulfilled. 12. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each statement, representation, warranty, indemnity, covenant and agreement made by Internet in this Agreement or in any document, certificate or other instrument delivered by or on behalf of Internet pursuant to this Agreement or in connection herewith shall survive the Closing, except where inconsistent with the contemplated promissory note, mortgage and Management Agreement. 13. NOTICES. Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or mailed by first class certified mail, return receipt requested, addressed to the parties at the addresses set forth herein (or at such other address as any party may specify by notice to all other parties given as aforesaid) with copies to: If to Internet: 150 East 58 Street New York, New York 10022 If to Worldwide: 1470- N.W. 107 Avenue Suite H, Miami, Florida 33143 14. LEGAL AND OTHER COSTS. In the event that any party (the Defaulting Party) defaults in his or its obligations under this cement and, as a result thereof, the other party (the "Non-Defaulting Party") seeks to legally enforce his or its rights hereunder against the Defaulting Party, then, in addition to all damages and other remedies to which the Non-Defaulting Party is entitled by reason of such default, the Defaulting Party shall promptly pay to the Non-Defaulting Party an amount equal to all costs and expenses (including reasonable attorneys fees) paid or incurred by the Non-Defaulting Party in connection with such enforcement. 12 15. LIABILITIES. Worldwide assumes no liabilities of Internet whatsoever provided that Worldwide shall have no liability for the license agreements and contracts prior to the Closing, but only for performance of the license agreements and contracts as may be required thereunder subsequent to Closing. 16. LITIGATION. In any action between the parties to enforce any of the terms of this agreement or any other matter arising from this agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorney's fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. 17. MISCELLANEOUS. (a) This writing constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified, amended or terminated except by a written agreement specifically referring to this Agreement signed by all of the parties hereto. (b) No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. (c) This Agreement shall be binding upon and inure to the benefit of each corporate party hereto, its successors and assigns, and each individual party hereto and his heirs, personal representatives, successors and assigns. (d) Any paragraph headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said paragraphs. (e) Each party hereto shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement. (f) Internet will pay all sales, taxes, if any, payable in connection with the sale, conveyances, assignments, transfers and deliveries to be made to Worldwide hereunder, however, Worldwide shall pay all taxes and stamps on the mortgage and promissory note. (g) This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original. (h) This Agreement and all amendments thereof shall be governed by and construed in accordance with the law of the State of Florida applicable to contracts made and to be performed therein, and the parties agree that venue shall be proper in Broward County, Florida. 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ATTEST: THE INTERNET ADVISORY CORPORATION, (Utah Corporation) /s/ John Neilson By: /s/ Richard Goldring Secretary ------------------------------- John Nielson Richard Goldring, President WORLDWIDE CONNECT (Nevada Corporation) By: /s/ L.R. Divine --------------------------- L.R. Divine, President ATTEST: Signature /s/ Lonnie Divine By: /s/ Lonnie Divine ------------------------- Print Name: L.R. Divine Lonnie Divine, Guarantor 14 EX-10.2 4 doc3.txt EXHIBIT 1O.2 MANAGEMENT AGREEMENT -------------------- THIS MANAGEMENT AGREEMENT (Agreement) is entered into this 2nd day of July, 2002 by and between THE INTERNET ADVISORY CORPORATION, a Utah corporation of 150 East 58th Street, New York, New York 10022 (Internet) and WORLDWIDE CONNECT, a Nevada corporation of 1470- N.W. 107 Avenue, Suite H, Miami, Florida 33143 (Worldwide), and LONNIE DEVINE (Divine) of 2356 N.W. 49 Lane, Boca Raton, Florida, all sometimes hereinafter referred to as the parties, WHEREAS, Internet and Worldwide executed an agreement to execute a Management Agreement and Option to Purchase; and WHEREAS, the Parties desire to execute this as their definitive Management Agreement. NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties hereby agree as follows: 1. Grant of Management --------------------- That Worldwide is granted by Internet Advisory the right to manage Internet Advisory's location located at Suite ST3, 2455 East Sunrise Boulevard, Ft. Lauderdale, Florida 33304 (Subject Premises), and as more specifically set forth in the Addendum to Lease Dated February 10, 1999 (Lease) entered into by and between Internet and Spring Lake Partners (Landlord) located on the ground floor of the International Building. 2. Term ---- The terms of this Management Agreement is for a period of twenty-four (24) months commencing on July 1, 2002, and ending on June 30, 2004. 3. Payment ------- Worldwide shall pay to Internet twenty-four (24) payments as follows: 15 (A) Three (3) equal monthly payments commencing on July 1, 2002 of $6,250.00 per month which Internet acknowledges it has received one (I) payment in said amount for the first month under this Agreement. Worldwide shall pay on or before the 20th of July the sum of $6,250.00, and on or before the 20th day of August the sum of $6,250.00, for the months of August and September. (B) Worldwide shall pay the sum of $7,500.00 per month on or before the 20th day of each month, in three (3) equal continuous payments on September 20th, October 20th and November 20th for the months of October through December, 2002. (C) Worldwide shall pay to Internet the sum of $8,820.00 per month in eighteen (18) continuous equal monthly payments the sum of $8,820.00 per month on or before the 20th day of each month commencing on or before December 20, 2002 and continuing through May 20, 2004. 4. Obligation to Payment ----------------------- Internet agrees to use said funds received from Worldwide to pay the rental obligation to the Landlord for the subject premises through the termination of the lease of February 28, 2002 (or whenever terminated, whichever first occurs), and to utilize said sums to pay the landlord its additional monthly obligation for payment of the security deposit. Currently, the rental obligation, including security deposit obligation of $666.67 per month inclusive of CAM and sales tax is $6,184.43 per month as of May 2002. Worldwide and Internet agree, however, that the security deposit shall be the property of Internet, and shall be returned to Internet upon termination of the Lease. 5. Abide by Lease ---------------- Worldwide agrees to abide by all terms and conditions, covenants and restrictions of the Lease, all applicable rules and regulation imposed by the Landlord. Upon termination of the Lease, it shall vacate the premises unless it has been able to negotiate a new lease with the Landlord. Notwithstanding termination of the lease, Worldwide will be obligated to pay to Internet all payments set forth herein. 16 6. Option to Purchase. ----------------------- Provided that Worldwide is not in default pursuant to the terms and conditions of this agreement and has paid all payments required pursuant to this agreement, Worldwide shall have the right to purchase the assets of Internet, said assets described on Exhibit I attached hereto, free and clear of any claim, lien or encumbrance (at time of execution of this Agreement) with the exception of any lien that may apply to said assets by virtue of the Lease or the Landlord's rights created by the Florida Non-Residential Landlord-Tenant Act. 7. Use of Assets --------------- Internet further agrees that Worldwide shall have the right, if it is not in default of this Management Agreement, to utilize said property listed on Exhibit I during the twenty-four (24) month period. Internet specifically agrees that it shall not create any claim, lien or encumbrance against said property. 8. Management Responsibilities ---------------------------- Worldwide shall use its best efforts to manage the location of the subject premises, and shall as and for additional consideration for its responsibilities hereunder retain all revenues of the operation of said subject premises. 9. Insurance --------- The Parties further agree that Worldwide may be required to pay for and obtain its own liability insurance policy and in the event of said event, it shall do so at its own cost and expense. Both Parties agree to cooperate with 17 each other to insure that any requirements of the Landlord will be compiled with promptly. 10. Assignment or Sublet ------------------------ Internet and Worldwide agree that Landlord may construe this agreement as an assignment or sub-let which may necessitate, by the Landlord that Worldwide be approved, and that Internet is making no representations that consent of this transaction has been obtained, need be obtained, or can be obtained. 11. Vacating Premises ------------------ In the event Landlord requires Worldwide to vacate the premises, it shall do so promptly but shall be permitted to remove the assets set forth on Exhibit I so long as the removal does not damage Landlord's property. Payments hereunder shall continue as set forth herein. In the event that Worldwide fails to make payment herein or defaults under this Agreement, Internet may, at its option, require Worldwide to vacate the premises and Worldwide shall promptly remove itself from the premises upon five (5) days written notice, however, Worldwide shall still remain liable to Internet, 12. Legal and Other Costs ------------------------ In the event that any party (the "Defaulting Party) defaults in his or its obligations under this Agreement and, as a result thereof, the other party (the "Non-Defaulting Party") seeks to legally enforce his or its rights hereunder against the Defaulting Party, then, in addition to all damages and other remedies to which the Non-Defaulting Party is entitled by reason of such default, the Defaulting Party shall promptly pay to the Non-Defaulting Party an amount equal to all costs and expenses (including reasonable attorneys' fees) paid or incurred by the Non-Defaulting Party in connection with such enforcement. 13. Liabilities ----------- Worldwide assumes no liabilities of Internet whatsoever, and Internet 18 assumes no liability of Worldwide. 14. Litigation. ----------- In any action between the parties to enforce any of the terms of this agreement or any other matter arising from this agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorney's fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. 15. Miscellaneous ------------- (a) This writing constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified, amended or terminated except by a written agreement specifically referring to this Agreement signed by all of the parties hereto. (b) No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. (c) This Agreement shall be binding upon and inure to the benefit of each corporate party hereto, its successors and assigns, and each individual party hereto and his heirs, personal representatives, successors and assigns. (d) Any paragraph headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said paragraphs. (e) Each party hereto shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement. (f) Internet will pay all sales, transfer and documentary taxes, if any, payable in connection with the sale, conveyances, assignments, transfers and deliveries to be made to Worldwide hereunder except that Worldwide shall pay the documentary stamps and any tax on the note and mortgage. 19 (g) This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original (h) This Agreement and all amendments thereof shall be governed by and construed in accordance with the law of the State of Florida applicable to contracts made and to be performed therein, and the parties agree that venue shall be proper in Broward County, Florida. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ATTEST: THE INTERNET ADVISORY CORPORATION, (UTAH CORPORATION) /S/ JOHN NEILSON BY: /S/ RICHARD GOLDRING SECRETARY ------------------------------- JOHN NIELSON RICHARD GOLDRING, PRESIDENT ATTEST: /s/ LONNIE DIVINE WORLDWIDE CONNECT ----------------- (NEVADA CORPORATION) SECRETARY BY: /S/ L.R. DIVINE LONNIE DIVINE --------------------------- L.R. DIVINE, PRESIDENT ATTEST: SIGNATURE /S/LONNIE DIVINE BY: /S/ LONNIE DIVINE -------------------- PRINT NAME: L.R. DIVINE LONNIE DIVINE, GUARANTOR 20 EX-10.3 5 doc4.txt EXHIBIT 10.3 PROMISSORY NOTE $200,000 Ft. Lauderdale, Florida July 2, 2002 FOR VALUE RECEIVED the undersigned, promises to pay to the order THE INTERNET ADVISORY CORPORATION, a Utah corporation, the sum of Two Hundred Thousand and 00/1 00 ($200,000.00), all payable in lawful money of the United States of America, as follows: Twenty-four (24) payments as follows: 1. Payment No. 1, July 1, 2002 (received by Internet) 2. Payments 2 and 3 in the amount of $6,500.00, each payable on or before July 20, 2002, and August 20, 2002. 3. Three payments of $7,500.00 payable on September 20, 2002, October 20, 2002 and November 20, 2002. 4. Eighteen (18) payments of $8,820.00 payable on December 20, 2002, and continuously each month thereafter on the 20th of each month through May 20, 2004. All payments shall apply first to accrued interest, and the remainder, if any, to reduction of the principal. If any installment of principal or interest is not paid when due, or upon any default in the performance of any of the covenants or agreements of this note, or of any instrument now or hereafter evidencing or securing this note or the obligation represented hereby, the whole indebtedness (including principal and interest) remaining unpaid, shall at the option of the holder, become immediately due, payable and collectible. In the event that any monthly installment is not paid within five (5) days from due date, said sum shall bear interest at 18% per annum. Each maker and endorser jointly and severally waives demand, protest, and notice of maturity, nonpayment or protest and all requirements necessary to hold each of them liable as maker and endorser. The terms and conditions of this Note shall be binding on the heirs and beneficiaries of the estate of the maker and endorser. Each endorser further agrees, jointly and severally, to pay all costs of collection, including reasonable attorney fees, in case the principal of this note or any payment on the principal or interest thereon is not paid at the respective maturity thereof, or in case it becomes necessary to protect the security hereof, whether suit may be brought or not. /s/ Lonnie Divine Payable at: __________________________ The Internet Advisory Corporation WORLDWIDE CONNECT 150 East 58 Street 1470-N.W. 107th Avenue New York, New York 10022 Suite H, Miami, Florida 33143 /s/ Lonnie Divine ________________________ LONNIE DIVINE 21 -----END PRIVACY-ENHANCED MESSAGE-----