Sample Business Contracts


Purchase Agreement re: SmallCap Investor - Axxess Inc. and Jeffrey A. Grossman


                                   AGREEMENT

THIS AGREEMENT, is made at Altamonte Springs, Florida, as of the 3rd day of 
March, 1997, by and between AXXESS, INC., a Nevada corporation, with offices at 
445 Douglas Avenue, Altamonte Springs, Florida, 32714 (hereinafter called 
"AXXS"), and JEFFREY A. GROSSMAN, an individual residing at 51c Grandview Drive,
Farmington, Connecticut, 06032, (hereinafter called "JAGR").

RECITALS

JAGR and AXXS (hereinafter called "The Parties"), have read this Agreement 
(hereinafter called "Agreement") and understand and accept the terms, 
conditions, and covenants contained in this Agreement as being reasonably 
necessary to maintain AXXS's standards and business practices as it relates to 
the retaining of consultants employees of AXXS.

JAGR has investigated and become familiar with AXXS and desires upon the terms 
and conditions set forth herein to furnish services as specifically requested by
AXXS. JAGR acknowledges that it is essential to the maintenance of the high 
standards of AXXS, that JAGR maintain and adhere to the standards, procedures
and policies described herein.
THEREFORE, The Parties, intending to be legally bound, for and in consideration 
of the mutual covenants hereinafter following, do mutually covenant and agree:

JAGR understands that AXXS, its affiliates, and other subsidiaries, may in the 
future retain other firms or individuals for similar services to that of JAGR. 
JAGR agrees that AXXS, its subsidiaries and affiliates may do so at any location
at any time.

JAGR understands and agrees that its authority hereunder is non-exclusive, to 
the extent that AXXS has and retains the foregoing rights under this Agreement.

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TERM

    A. Initial Term

The initial term of this Agreement shall be for a period commencing on the date 
first mentioned above, subject to the terms and conditions set forth herein and 
terminating after the 12 month period immediately following the signing of this 
Agreement.

    B. Renewal Option

The Parties shall not have the option to renew this Agreement for additional 
periods, unless specified in writing. In the event the Parties would like to 
continue their relationship, said relationship would require a separate 
agreement which sets for the specific terms and conditions for future services 
to be performed by JAGR.

CONVEYANCE OF PROPERTY, RETENTION AND DESCRIPTION OF SERVICES

Upon execution of this agreement JAGR will convey to AXXS all claims of title, 
ownership, license and property, intellectual or otherwise to a world wide web 
site on the internet known as the "The SmallCap Investor" (hereinafter "Web 
Site") located at the domain name, "financialweb.com". It is further understood 
that said conveyance is inclusive of the transfer of domain name ownership of 
financialweb.com to AXXS, which is contingent upon separate agreement by AXXS 
with Mr. Gene W. Homicki, dba FinancialWeb Services.

During the term of this Agreement, JAGR will maintain an internet web site, more
specifically, which is known as "The SmallCap Investor" and located at the 
domain name, "financialweb.com", as specifically requested by AXXS, its 
officers, directors and employees. The services will relate to the updating of 
data, product content and all other services that would reasonably be expected 
to maintain the Web Site. All such categories are within the area of JAGR's 
technical competence.

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WHERE SERVICES ARE TO BE PERFORMED

JAGR's services will be performed at JAGR's facilities and such other places 
that are appropriate and are mutually agreed to by JAGR and AXXS.

REIMBURSEMENT OF EXPENSES

AXXS will reimburse JAGR for all external fees and expenses incurred by JAGR in 
connection with the furnishing of services under this Agreement, but only upon 
written approval by AXXS, which approval shall not unreasonably be withheld. 
Reimbursement of said fees shall be made on the basis of itemization, submitted 
by JAGR and including, whenever possible, actual bills, receipts, or other 
evidence of expenditures.

JAGR AN EMPLOYEE OF AXXS

During the term of this Agreement, JAGR will be engaged as an employee of AXXS 
and will hold the title of Vice President. It is further understood, and 
evidenced by separate agreement, that JAGR will be director of AXXS. JAGR will 
receive compensation for his employment in the aggregate sum of $18,000 per 
annum, to be paid monthly, in coincidence with the term of this agreement, at 
the rate of $1,500.

JAGR NOT TO ENGAGE IN CONFLICTING ACTIVITIES

During the term of this Agreement, JAGR will not enter into any activity, 
employment, or business arrangement that conflicts with AXXS's interests or 
JAGR's obligations under this Agreement except for those previously disclosed or
entered into prior to the signing of this Agreement. In view of the sensitive 
nature of JAGR's status, AXXS shall have the option of terminating this
Agreement at any time, if in AXXS's full judgement, a conflict of interest
exists or is imminent.

JAGR will advise AXXS of JAGR's position with respect to any activity, 
employment or business arrangement contemplated by JAGR that might be relevant 
to the immediately preceding paragraph.

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For this purpose, JAGR agrees to disclose any such plans to AXXS prior to 
implementation. It is further understood that JAGR's current activity in 
connection with Cybernet Data Systems, does not violate the terms of this 
Agreement.

TRADE SECRETS

JAGR will treat as proprietary, any information belonging to AXXS, AXXS's 
affiliated company's, or any third party, disclosed to JAGR in the course of 
JAGR's services. JAGR assigns and agrees to assign to AXXS or AXXS's nominees 
all rights in proprietary information conceived by JAGR during the term of this 
Agreement, with respect to any work that JAGR performs under this Agreement.

COMPENSATION

In Connection with the conveyance of property as defined earlier in CONVEYANCE 
OF PROPERTY, RETENTION AND DESCRIPTION OF SERVICES, AXXS will pay JAGR a fee of 
sixty thousand ($60,000) dollars in cash and ten (10,000) restricted common 
shares of AXXS common stock as follows:

Five thousand ($5,000) dollars and the issuance of ten (10,000) restricted 
common shares of AXXS, upon signing of this Agreement by JAGR and AXXS, and 
eleven (11) subsequent payments of five thousand ($5,000) dollars per month due 
and payable on the first of each month commencing April 1, 1997 and each of the 
remaining months thereafter.

In connection with the issuance of 10,000 shares, it is understood, and 
evidenced by separate agreement that JAGR will have the option to put all or a 
lesser number of said shares to AXXS at a strike price of $5 per share providing
those shares have been owned by Mr. Grossman for a minimum of 24 months and a 
maximum of 48 months from the date of the Agreement.

AXXS understands that JAGR may contract outside firms to assist in the 
furnishing of

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representation services for the benefit of AXXS. AXXS will bear all 
responsibilities for all costs associated with such subcontracting of services, 
but only upon AXXS's prior written approval AXXS will not be liable directly or 
indirectly to such contractors as a result of work performed by contractor 
without said approvals, [which approvals shall not unreasonably be withheld.] 
AXXS's sole responsibilities and liabilities are specified in this Agreement and
may only be modified in a writing signed and agreed to by AXXS and JAGR.

CONSIDERATION

JAGR hereby acknowledges and agrees that the authority granted herein and the 
undertakings and agreements of AXXS contained in this Agreement constitute the 
sole and only consideration, except as may be otherwise provided in this 
Agreement or other agreements between JAGR and AXXS.

During the term hereof, JAGR shall deliver to AXXS a report of the work 
performed by JAGR on behalf of AXXS, for the prior month, which shall be 
accompanied by any receipts for which JAGR seeks reimbursement, as provided for 
in this Agreement, no later than ten (10) days after the end of the then 
applicable calendar month. In addition, JAGR shall supply, upon AXXS's written 
request documentation supporting the information disclosed on the monthly 
reports.

FALSE STATEMENTS

Any intentionally false statements in any reports provided to AXXS shall be 
grounds for AXXS to terminate this Agreement.

DEFAULT

The occurrence of any of the following events shall constitute a default by The 
Parties under this Agreement:

     A. Acts of Immediate Termination

If during any period in which this Agreement is in effect, there occurs any of 
the following events,

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immediate notice of termination, without an opportunity to cure, shall be deemed
reasonable:

       (1) Repeated Failures to Comply

The Parties, after curing any failure in accordance with this Agreement, engage 
in the same non-compliance, whether or not such non-compliance is corrected 
after notice, or either of The Parties, repeatedly fail to comply with one or 
more requirements of this Agreement, whether or not corrected after notice.

    B. Acts Requiring Period to Cure Before Termination

In the event either of The Parties is in default in the performance of any of 
the terms of this Agreement (other than those calling for immediate termination 
set forth above), including, but not limited to, the acts set forth hereinafter,
defaultee, in addition to all remedies that defaultee has available to it at law
or in equity, may declare this Agreement automatically terminated, unless such 
default is cured within thirty (30) days (or a lesser stated period) after 
written notice thereof from defaultee to defaulter, unless the default is of 
such a nature that more than thirty (30) days are reasonably required to effect 
a cure. In such event, defaulter shall commence to cure the default within said 
thirty (30) day period, if any, designated by defaultee as the allowable 
additional time within which the cure must be accomplished. Subject to the 
aforesaid right to cure, defaultee may terminate this Agreement under the 
following circumstances and conditions:

        (1) Other Agreements

Default under any other agreement between JAGR and AXXS, which default is not 
cured within the period required in said agreement(s).

        (2) Transfer Without Prior Consent

Any purported assignment or transfer of this Agreement, without the prior 
written consent of AXXS.

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        (3) Failure to Comply

Failure to comply with other terms of this Agreement, whether or not such other 
terms specifically provide for termination of non-compliance. If either of The 
Parties shall repeatedly fail to comply with such terms, whether cured or 
uncured, after receipt of notice thereof, then, in addition to all other 
remedies available at law or in equity, the defaultee may immediately declare 
this Agreement terminated.

        (4) Failure to Pay Obligations to JAGR

If AXXS fails to pay any amounts due to JAGR or an affiliate of JAGR within ten 
(10) days after receiving written notice that such amounts are overdue or if 
AXXS fails to cure any default as prescribed in this Agreement, then all claims 
of title, ownership, license and property, intellectual or otherwise to the web 
site known as "The SmallCap Investor" and located at the domain name, 
"financialweb.com" will become the property of JAGR.

REMEDIES AND TERMINATION

TERMINATION

AXXS or JAGR shall have the right each in its own discretion, to unilaterally 
terminate this Agreement upon 120 days written notice. The Parties need no 
specific cause to affect such termination and such termination may not be 
contested by either of the Parties.

However, upon termination by AXXS less than one year after the signing of this 
agreement, AXXS shall have the option to keep title to the web site by paying 
the unpaid balances of the employee compensation and the compensation for the 
conveyance of the web site to JAGR, or of returning title to the web site to 
JAGR.

In the event that title to the web site is returned to JAGR, it is further 
understood that any

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payment(s) previously made to JAGR by AXXS in connection with this agreement are
non-refundable.

    A. Monetary Obligations Upon Termination

In the event of termination or expiration, all obligations of The Parties, 
pursuant to the terms of this Agreement shall become due and payable.

NOTICES

All notices, requests, demands, payments, consents and other communications 
hereunder shall be transmitted in writing and shall be deemed to have been duly 
given when sent by registered certified United States mail, postage prepaid, or 
other form of delivery which provides for a receipt, addressed as follows:

JAGR:           JEFFREY A. GROSSMAN
                51c Grandview Drive
                Farmington, Ct. 06032

AXXS:           AXXESS, INC.
                445 Douglas Avenue, Ste 2205-G
                Altamonte Springs, Florida 32714

    A. Address Change

Either of The Parties may change his address by giving notice of such change of 
address to the other, but must comply with all other terms of this Agreement.

    B. Notice by Telegram or Facsimile.

In the case of any notice required to be given by The Parties to each other, 
telegraphic notice or facsimile transmission, with delivery verified, shall be 
sufficient notice hereunder.

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    C. Mailed Notice

Mailed notices shall be deemed communicated within three (3) days from the time 
of mailing, if mailed as provided in this paragraph, regardless if delivery 
shall be refused by addressee.

    D. Additional Actions

The Parties agree to execute such other documents and perform such further acts 
as may be necessary or desirable to carry out the purposes of this Agreement.

    E. Heirs, Successors, and Assigns

This Agreement shall be binding and inure to the benefit of the parties, their 
heirs, successors, and assigns.

    F. Entire Agreement

THE UNDERSIGNED ACKNOWLEDGES THAT THEY, AND EACH OF THEM, HAVE READ THIS 
AGREEMENT IN FULL; ARE COGNIZANT OF EACH AND EVERY ONE OF THE TERMS AND 
PROVISIONS HEREOF AND ARE AGREEABLE THERETO; THAT NO REPRESENTATIONS OR 
AGREEMENTS, WHETHER ORAL OR WRITTEN, EXCEPT AS HEREINAFTER SET FORTH, HAVE BEEN 
MADE OR RELIED UPON; THAT ANY AND ALL PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN
THE PARTIES, WHETHER ORAL OR WRITTEN ARE AUTOMATICALLY CANCELED BY THE EXECUTION
OF THIS AGREEMENT AND THE UNDERSIGNED HEREBY RELEASE EACH OTHER AND THEIR AGENTS
AND EMPLOYEES, RESPECTIVELY, FROM ANY AND ALL CLAIMS, DEMANDS, AGREEMENTS AND 
LIABILITIES OF EVERY DESCRIPTION WHATSOEVER, WHICH THE UNDERSIGNED EVER HAD, NOW
HAS OR HEREAFTER MAY HAVE, AGAINST ANY OF THE FOREGOING BY REASON OF ANY MATTER,
CAUSE OR THING OCCURRING PRIOR TO THE DATE OF THIS AGREEMENT; THAT THE 
SIGNATURES AFFIXED HERETO WERE AFFIXED AS THE WHOLLY VOLUNTARY ACT OF THE 
PERSONS WHO SIGNED THIS AGREEMENT, AND THAT THE TERMS AND PROVISIONS OF THIS 
AGREEMENT CANNOT BE CHANGED OR MODIFIED UNLESS IN WRITING SIGNED BY AN 
AUTHORIZED CORPORATE OFFICER OF AXXS AND JAGR;

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    G. Waiver of Rights

Failure by either of The Parties to enforce any rights under this Agreement 
shall not be construed as the waiver of such rights. Any waiver, including 
waiver of default, in any one instance, shall not constitute a continuing waiver
or a waiver in any other instance. Any acceptance of money or other performance 
by either of The Parties, shall not constitute a waiver of any default, except 
as to the payment of the particular payment or performance so received.

    H. Validity of Parts

Any invalidity of any portion of this Agreement shall not affect the validity of
the remaining portion, and unless substantial performance of this Agreement is 
frustrated by any such invalidity, this Agreement shall continue in effect.

    I. Headings

The headings used herein are for purposes of convenience only and shall not be 
used in interpreting the provisions hereof. As used herein, the male gender 
shall include the female and neuter genders; the singular shall include the 
plural, the plural, the singular and termination shall include expiration.

    J. Execution By The Parties

This Agreement shall not be binding on either of The Parties, unless and until 
it shall have been accepted and signed by an authorized officer of AXXS and 
JAGR.

    K. Attorneys' Fees

If either of The Parties becomes a party to any litigation concerning this 
Agreement, AXXS or JAGR, by reason of any act or omission of either of The 
Parties or its representatives, the responsible of

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The Parties, shall be liable to the other for reasonable attorneys' fees and 
court costs incurred in such litigation, at all trial and appellate levels.

If either of The Parties hereto commences an action against the other, arising 
out of or in connection with this Agreement, the prevailing of The Parties shall
be entitled to have and recover from the other Party its reasonable attorneys' 
fees and costs at all trial and appellate levels.

    L. Governing Law

This Agreement shall be governed by and construed in accordance with the 
internal laws of the State of Florida; however, since this Agreement concerns an
individual in a state other than Florida, and the laws of that state might 
require terms other than those or in addition to those contained herein, then 
this Agreement shall be deemed modified so as to comply with the appropriate 
laws of such state, but only to the extent necessary to prevent the invalidity 
of this Agreement or any provision hereof, the imposition of fines or penalties,
or the creation of civil or criminal liability on account thereof. Any provision
of this Agreement which may be determined by competent authority to be 
prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, 
be ineffective to the extent of the prohibition or unenforceability, without 
invalidating the remaining provisions of this Agreement. Any prohibition against
or unenforceability of any provision of this Agreement in any jurisdiction, 
including the state whose law governs this Agreement, shall not invalidate the 
provision or render it unenforceable in any other jurisdiction. To the extent 
permitted by applicable law, the Parties waive any provision of law which 
renders any provision of this Agreement prohibited or unenforceable in any 
respect.

NO PROJECTIONS OR REPRESENTATIONS

The Parties acknowledge and represent that no projections or representations 
regarding the amount of income, sale, or profits they can expect to earn or 
receive by virtue of this Agreement other than

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as provided herein, has been received from either of The Parties. The Parties 
acknowledge that no representations or warranties inconsistent with this 
Agreement were made to induce each other to execute this Agreement.

The Parties acknowledge that neither of the Parties nor any other person can 
guarantee the success of the business. The undersigned, by signing this 
Agreement, acknowledge that they have read same and that it has been requested 
to state in writing hereafter any terms, claims, covenants, promises, or 
representations, including representations as to any income, sales, or profit 
projections, that were made by either of the parties or its representatives 
contrary to the provisions of this Agreement, including the persons making same,
the location, and date thereof. If no such representations were made the 
undersigned is to write the word: "NONE".




(AXXS Initials)
/s/ K.L.

/s/ J.G.
-------------------
(JAGR Initials)

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ACKNOWLEDGMENTS

The Parties acknowledge that each has conducted an independent investigation of 
the business contemplated by this Agreement and recognizes that the nature of 
the business to be conducted may evolve and change over time; that the business 
involves business risks and that the success of the venture depends primarily 
upon each of The Parties business ability and efforts. No representations have 
been made by either of The Parties, or by its officers, directors, shareholders,
employees, or agents, respectively, that are contrary to the statements made in 
this Agreement. In all of their dealings with each other, the officers, 
directors, employees, and agents of The Parties are acting only in a 
representative capacity, not in an individual capacity, and that this Agreement,
and all business dealings between The Parties and such individuals as result of 
this Agreement, are solely between JAGR and AXXS.

AXXS and JAGR have all requisite authority to enter into this Agreement, whether
arising under applicable Federal or State laws, rules or regulations, to which 
either of The Parties may be subject to.

IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be duly 
executed as of the day and year first above written.

                                    JEFFREY A. GROSSMAN


                                    BY: /s/ Jeffrey A. Grossman


                                    AXXESS, INC.


                                    By: /s/ [Signature Appears Here]


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