cyberinfoexh10_6.htm


    
      
        
 
Exhibit 10.6

      AGREEMENT

      For
the

      PURCHASE
OF BUSINESS ASSETS

      


      THIS
AGREEMENT for the purchase of business assets (hereinafter the “Agreement”) is
made and entered into on September 11, 2007, by and between Cyberinformatix,
Inc., a Florida Corporation located at 4409 Hoffner Avenue Suite 107, Orlando,
Florida 32812 (the “Seller”); and Cyber Informatix, Inc., a Nevada Corporation,
with a principal address at 1785 E. Sahara Avenue, Suite 240, Las Vegas, Nevada,
89104, (the “Purchaser”) (together the “Parties”).

      


      RECITALS

      


      WHEREAS,
the Seller offers licensing to users of its software through his website
business known as Cyberinformatix.

      


      WHEREAS,
the Seller conducts business through several domains listed below.

      


      WHEREAS,
the Seller desires to sell, and the Purchaser desires to buy the tangible and
intangible assets of the Seller used in the Cyberinformatix Business including
all websites, domain names, marketing rights, copyrights, trademarks,
proprietary Software and databases, Source Code, Specifications and any other
Proprietary Rights owned by Seller relating to the Cyberinformatix business
(collectively, “Business”) and

      


      WHEREAS,
the undersigned Parties have the authority to enter into this Agreement and will
continue to have the authority to execute the Closing Documents and to conclude
the transaction described herein.

      


      NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which hereby is acknowledged, the Parties, intending to be
legally bound, hereto agree as follows:

      


      AGREEMENT

      


      1.           
The foregoing recitals are true and correct.

      


      2.           
Definitions.

       

      2.1           “Software”
means the object code version of all Cyberinformatix  software
computer programs.  The Software includes any improvements, Updates,
Upgrades, Enhancements, Maintenance Modifications or derivative works of the
Software.

      


      2.2           “Enhancements”
means any improvements(s) in the Software which changes the performance and/or
function of such Software as indicated by a sub-number appearing two digits to
the right of an initial decimal (i.e., 1.01 or 1.02).


      
        
           


        

        
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            Agreement
for Purchase of Business Assets

            ___________________________________________________________________________

          

        

      


      2.3           “Proprietary
Rights” means all intellectual property rights worldwide arising under statutory
and common law, and whether or not perfected, including, without limitation, all
trademark, service marks, trade names, rights associated with rights of
authorship including copyrights, copyright applications, copyrights
registrations, derivative works and moral rights, rights related to the
protection of trade secrets and confidential information and any other
proprietary right related to intangible and tangible property of the Business
now existing or hereafter filed, issued or acquired.

      


      2.4           “Source
Code” means any human readable computer program code.

      


      2.5           “Specifications”
means the functional description of the operation of the Software.

      


      2.6           “Update(s)”
means any error corrections and bug fixes developed by Seller.

      


      2.7           “Upgrade(s)”
means any improvement(s) in the Software that changes performance and/or
function of such Software and which is indicated by a sub-number appearing one
digit to the right of an initial of an initial decimal (i.e. 1.1.1 or 1.2.1) and
which may include one or more Enhancements.

      


      2.8           “Maintenance
Modifications” means changes to be integrated with the Software, including any
Error corrections, but does not alter the functionality of the Software or add
new functions.

      


      3.            
PURCHASE
AND SALE

       

      Subject to the provisions of this Agreement, the Seller agrees to
sell and the Purchaser agrees to buy:

       

      3.1           All
of the tangible and intangible personal property of the Business of the
Seller.

       

      3.2           All
Proprietary Rights and proprietary technology of the Business of the Seller
pertaining to this sale.

       

      3.3           All
Source Codes and graphics of the Business of the Seller pertaining to this
sale.

       

      3.4           Domain
Registrar Account (services shown in Schedule A), and All Domain Names used in
the business, as listed below:

      


      
        
          	
                  CYBER-HOME-BUSINESSES.COM

                  CYBERINFOMATICS.COM

                  CYBERINFOMATICS.NET

                  CYBERINFOMATICS.ORG 

                  CYBERINFOMATIKS.COM

                  CYBERINFOMATIKS.NET

                  CYBERINFOMATIKS.ORG

                  CYBERINFORMATICS.COM 

                	
                  CYBERINFORMATICS.NET

                  CYBERINFORMATICS.US

                  CYBERINFORMATIKS.COM

                  CYBERINFORMATIKS.NET

                  CYBERINFORMATIKS.ORG

                  CYBERINFORMATIX.COM

                  CYBERINFORMATIX.NET

                  CYBERINFORMATIX.ORG

                


        

         

      


      
        
           


        

        
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            Agreement
for Purchase of Business Assets

            ___________________________________________________________________________

          

        

      


                   

        	
                CYBERINFORMATIX.US

                CYBERORGANIZER.NET

              	
                CYBERORGANIZER.ORG

                CYBERPASSWORDMANAGER.COM

              

                                                                                                               

      3.5           Any
and all other assets, tangible or intangible, used by the Seller in the Business
necessary for the continued operation of the Business.  Cash reserves
held by Seller in various accounts are excluded assets from this
transaction.

       

      The
Business goodwill, including the continued business use of the owner’s name in
conjunction with the software.

       

      Marketing
Consulting Agreement, pre-paid by Seller, as evidenced in Schedule
B.

       

      IXWeb
Hosting account will also be transferred to Purchaser, evidenced in Schedule
C.

       

      4.             PURCHASE
PRICE

       

      The
negotiated purchase price in the amount of $80,000 plus a $10,000 bonus payment
(subject to conditions as described below in 4.3) to be paid in United States
currency by Purchaser for the Assets is as follows:

       

      4.1           Initial
Payment: The Initial Payment of  $65,000.00 shall be paid by the
Purchaser by way of deposit to Escrow.com, and will be released to Seller upon
transfer of assets as coordinated by the Escrow agent.  Upon receipt
of this payment by the Escrow agent, a bill of sale conveying the business,
subject to a lien on all assets conveyed securing the remaining payment under
this agreement, will be executed between the parties evidencing the transfer of
property.  Purchaser will also reimburse Seller for the cost of any
magazine advertising paid for by Seller on behalf of Purchaser.  The
cost, ad copy and publications chosen will be agreed to by Purchaser in advance
of expenditures.

       

      4.2          
Payment #2: The parties will execute a one year promissory note due from
Purchaser, in the amount of $15,000.00, including 8% interest, payable in one
payment.  There will be no pre-payment penalty if Purchaser pays off
the note early, and interest will be prorated at the date the note is paid (365
day year).  This note will be guaranteed by both the Purchaser
personally, and the U.S. business entity established by the Purchaser taking
assignment of this contract.

       

      4.3          
Payment#3:  If gross sales exceed $120,000 for the first full 12 month
period from the date of this transaction, Purchaser will pay seller a $10,000
bonus immediately after third party accounting verification is
completed.

      


      
        5.            
REPRESENTATIONS AND WARRANTIES OF SELLER

         

        The
Seller makes the following representations and warranties to the
Purchaser:

      


      
        
           


        

        
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            Agreement
for Purchase of Business Assets

            ___________________________________________________________________________

          

        

      

       

      5.1          
Seller operates the Business under the laws of Florida, USA, and the Business is
in good standing as of the date of the execution of this Agreement.

       

      5.2         
All actions necessary or appropriate for the Seller to consummate this
transaction shall have taken place.

       

      5.3          The
Seller has good, absolute, and marketable title to the Business, free from all
liens, claims, and encumbrances.  Copies of Seller’s Bill of Sale
(dated May 4, 2007) and Agreement for the Purchase of Business Assets with
previous Owner (dated May 3, 2007) are included in Schedule D.

       

      5.4          
Seller has the unfettered right, power, and authority to sell all of the
Business assets, and this Agreement constitutes a valid and binding obligation
of Seller.

       

      5.5        
  Conveyance to the Purchaser, pursuant to this Agreement, shall vest
unencumbered title to the Businesss in the Purchaser in the United States of
America, Canada, and every other jurisdiction of the world.

       

      5.6          The
assets being conveyed have been used only in the lawful conduct of the Seller's
Business.

       

      5.7         
 Conveyance as contemplated by this Agreement shall not violate any federal
statute or local law, ordinance, rule, or regulation of the United States of
America or Canada.

       

      5.8          
There is no litigation or other administrative or judicial proceeding pending or
threatened that might endanger the Seller's right to convey the
Business.

       

      5.9          
No representation or warranty furnished by the Seller to the Purchaser in this
Agreement contains or will contain any untrue statement of a material fact or
omits or will omit any material fact required to make these statements not
misleading.  All statements provided to Purchaser are the true and
correct copies of original processing statements received for the Business by
Seller.

       

      5.10        
Seller has filed with the proper governmental agencies all tax returns and
reports required by any law and (1) all sales, use, excise, franchise, ad
valorem, occupation, withholding (including income, social security and
unemployment compensation taxes) and other taxes have been fully paid; (2) no
agreement for the extension of time or waiver of any statute of limitations has
been given and is in effect with respect to the payment or assessment of any tax
by or against seller; and (3) there is no unpaid tax deficiency that has been
assessed or that is proposed, threatened or in prospect against Seller by any
taxing authority.

       

      5.11        
Seller shall be solely responsible for the payment of any accounts owed by
Seller which shall be due at the time of closing or incurred prior to the date
of closing.

       

      5.12         Seller
believes that the Software as designed by a third party developer will conform
to the Specifications when operated on all specified hardware platforms and
Microsoft operating


      
        
           


        

        
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            Agreement
for Purchase of Business Assets

            ___________________________________________________________________________

          

        

      

       

      systems
on the date of  acceptance of this agreement and  that no
malfunctions have been reported to the Seller. The Seller further believes that
the Software will correctly function on all tested and tried Microsoft Hardware
Platforms from Windows 98 to Windows XP. Microsoft VISTA and future new releases
have not been tested yet. The Seller does not imply or give warranty that any
third party Software Installer programs will work on any or all future
releases.

       

        6.           REPRESENTATIONS
AND WARRANTIES OF PURCHASER

       

      The
Purchaser makes the following warranties and representations to the
Seller:

       

      6.1           The
Purchaser is an individual at the time of this Agreement, and fully intends to
form a Nevada corporation to accept ownership of the Business
assets.

       

      6.2           All
actions necessary or appropriate for the Purchaser to consummate this
transaction shall have taken place on or before the Closing Date.

       

      6.3           The
Purchaser's obligation to perform under this Agreement shall be subject to the
satisfaction of the following conditions before or contemporaneously with the
closing:

       

      6.3.1       
The representations and warranties of the Purchaser shall be true as of the date
of this Agreement and shall continue to be true through the Closing
Date.

       

      6.3.2      
All the terms and conditions of this Agreement shall have been materially
complied with.

       

      6.4         
All instruments reasonably requested by the Purchaser from the Seller and from
Seller’s counsel have been executed and delivered to the Purchaser in form and
substance satisfactory to the Purchaser, or have been waived by the Purchaser
before or at closing.

       

      7.            
INDEMNIFICATION:

       

      7.1          
Seller indemnifies Purchaser and shall hold Purchaser harmless from all debts,
claims, actions, losses, damages and attorney's fees, existing or that may arise
from or be related to Seller's past operation and ownership of the Business,
except for any liabilities specifically assumed by Purchaser hereunder, if
any.

       

      7.2          
In the event Purchaser should become aware of any such claim against the
Business or the Assets, not disclosed prior to Closing, Purchaser shall promptly
notify Seller in writing of such claim Seller will take immediate action to
settle the claim within Ten (10) business days that the claim is presented to
the Seller.

       

      8.            
NOTICE OF INFRINGEMENT: MISAPPROPRIATION

       

      In the
event either party becomes aware of any action that may infringe or
misappropriate the Proprietary Rights or other intellectual property rights of
the other party, such party shall promptly notify the other party of such
action.


      
        
           


        

        
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            Agreement
for Purchase of Business Assets

            ___________________________________________________________________________

          

        

      


      


      9.            
CONFIDENTIALITY AND NON-DISCLOSURE

      


      Seller agrees that he may not, at any
time, disclose or disseminate the trade secrets of the Business and embodied in
the Software to any person, firm, organization or employee who does not need to
obtain access thereto consistent with the rights under this
Agreement.  Under no circumstance may Seller unlock, decompile, or
reverse-assemble the binary or object code of the Software without the prior
written consent of the Purchaser, as these terms are generally used in the
trade.  Under no circumstances may Seller disclose or disseminate
Business trade secrets to any competitor of Purchaser.  Seller shall
treat as confidential and will not disclose or otherwise make available any
information regarding the Business or the Purchaser, including but not limited
to the Business’s method of operation, training plan, procedures in any form to
any person or entity other than Seller’s agents.  No information shall
be deemed part of the Confidential Information or trade secrets to the extent
such information is (i) in or becomes part of the public domain other than by
disclosure of Seller in violation of this Agreement or rightfully obtained by
Seller from third parties.

      


      10.          
RISK OF LOSS

       

      10.1        
The Seller assumes all risk of loss or damage to the assets through the final
transfer of assets to the Purchaser as described in this agreement.

       

      10.2        
If loss or damage to a substantial portion of the Assets occurs without fault of
Seller, the Purchaser shall have the option to terminate this Agreement and, if
the Purchaser does so, all rights of the Purchaser and the Seller shall
terminate without liability to either party, and all payments would be returned
by the Seller to the Purchaser.

       

      10.3        
The Purchaser shall notify the Seller within ten (10) days after receiving
written notice of loss or damage of its decision to terminate this
Agreement.

       

      10.4         
If the Purchaser does not timely notify the Seller of termination, this
Agreement shall remain in full force and effect, provided; however, the Purchase
Price shall be adjusted on the Closing Date to reflect such loss or
damage.

      


      11.          
CLOSING COSTS

      


      11.1        
All applicable transfer costs and fees, if any, relating to the closing of this
transaction shall be paid one-half by the Seller and one-half by the Purchaser
(50/50), except as otherwise specifically provided in this
Agreement.  Seller will be responsible for all local taxes and fees
levied as a result of the sale of these assets.

       

      11.2        
Each Party shall be solely responsible for payment of its own legal fees, taxes,
and disbursements, if any, of its respective legal counsel incurred in
connection with the negotiation and closing of the transaction contemplated
herein.

      


      



      
        
           


        

        
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            Agreement
for Purchase of Business Assets

            ___________________________________________________________________________

          

        

      

       

      12.           
SURVIVAL

       

      All
covenants, representations, indemnities, and warranties of the Parties contained
in this Agreement or otherwise made in writing in connection with the
transaction contemplated hereby shall survive the closing.

      


      13.          
NOTICES


      Any notice, communication, request,
approval, or consent that may be given or is required to be given under the
terms of this Agreement shall be in writing, and shall be sent certified mail or
courier delivery, return receipt requested, to the address for each party shown
on this Agreement or any other address indicated in writing by the
parties.  Notice given by or to the attorney for either party shall be
as effective as if given by or to the party.

       

      14.          
CAPTIONS


      The captions of this Agreement are for
convenience and reference only and in no way define, describe, extend, or limit
the scope or intent of this Agreement or the intent of any of its
provisions.

       

      15.          
ENTIRE
AGREEMENT


      This Agreement constitutes the entire
understanding of the parties and may not be amended or modified except in a
writing signed by both Parties.  All prior understandings and
agreements between the Parties are merged into this Agreement, which alone fully
and completely expresses their understanding.

       

      16.          
SUCCESSORS


      This Agreement shall be binding on and
inure to the benefit of the Parties and their respective successors, heirs,
assigns, and personal representatives.

       

      17.           FURTHER
ASSURANCES


      The Parties agree to execute any and
all further instruments and documents and take all actions as may be reasonably
required by either party to effect fully the terms and provisions of this
Agreement and the transaction contemplated in it before or after the
closing.

       

      18.          
GOVERNING
LAW

       

      This Agreement shall be governed in its
enforcement, construction, and interpretation by the laws of the state of
Florida.

      


      19.          
TIME


      Time is of the essence with respect to
all matters contained in this Agreement.


      
        
           


        

        
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            Agreement
for Purchase of Business Assets

            ___________________________________________________________________________

          

        

      


      
        20.          
INVALIDITY
OF PROVISIONS

      

       

      The unenforceability, for any reason,
of any term, condition, covenant, or provision of this Agreement shall neither
limit nor impair the operation, enforceability, or validity of any other terms,
conditions, provisions, or covenants of this Agreement.

       

      
        21.          
ATTORNEYS'
FEES AND COSTS

         

        21.1         If
any legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any provision of this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorneys’ fees, court costs, and all expenses even if not taxable court costs
(including, without limitation, all such fees, costs, and expenses incident to
arbitration, appellate, bankruptcy, post-judgment proceedings, and
investigations), incurred in that action or proceeding or any appeal, in
addition to any other relief to which the party or Parties may be
entitled.

         

        21.2        
Attorneys’ fees include legal assistant fees, expert witness fees, investigative
fees, administrative costs, and all other charges billed by the
attorney.

      

       

      22.          
GOOD
FAITH EFFORTS

       

      The
Seller and Purchaser each covenant to use their best efforts in good faith to
comply with the provisions of this Agreement.

       

      
        23.          
COUNTERPARTS;
EXECUTION

      

       

      This Agreement may be executed in
several counterparts, each of which shall be deemed an original an all so
executed shall constitute one agreement.  This Agreement must be
executed within 48 hours by both Parties.  Should one party execute
and forward the Agreement to the other party, the second  party shall
have 48 hours from the time of receipt by fax, email, or other means to accept
the Agreement, or the offer represented by the executed and transmitted
Agreement shall be deemed withdraw

       

      24.           TRAINING
AND SUPPORT

       

      24.1        
Seller shall be available to answer Purchaser’s questions pertaining to
operational matters for a 30 day period and shall provide assistance when
available after expiration of the 30 day period by email.

       

      24.2        
Seller shall assist Purchaser with the transfer of ownership of the ISP account,
domains, and all other assets pertinent to the sale.

      



      
        
           


        

        
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            Agreement
for Purchase of Business Assets

            ___________________________________________________________________________

          

        

      

       

      25.          
PRORATIONS AND ADJUSTMENTS

       

      25.1         Any
tangible or personal property taxes, license fees, prepaid expenses or revenue,
and other similar items shall be prorated between the Parties as of the closing
date.

       

      26.          
RESTRICTIVE COVENANT

      


      The
Seller agrees not to compete, directly, indirectly or in any manner, or engage
in a business specific to the Business and products being purchased, nor aid or
assist anyone else, except Purchaser, to do so within these limits, nor solicit
in any manner any past accounts of the Business, nor employ any employee of the
Business; nor have any interest, directly or indirectly, in such a business
except as an employee of Purchaser, provided, however, that the Purchaser’s
right to enforce this portion shall terminate in the event that Purchaser is in
default under any material term of this Agreement or of the closing
documents.  The restraint associated with this contract shall be
enforceable globally for a period of five (5) years effective from the date of
Closing.  The Parties acknowledge that there are legitimate business
interests justifying this restrictive covenant, and that the covenant is
reasonably necessary to protect the interest justifying the
covenant.

       

      27.          
CLOSING DATE

      


      Both
parties will give their best efforts to close this transaction as soon as
possible, and agree to close the transaction by September 30, 2007, or earlier
if achievable by both parties.

       

       

       

       

      IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
above stated.

      


      


      
        
          	SELLER:  	 	 	PURCHASER:	 
	CYBERINFORMATIX,
      INC.	 	 	CYBER  INFORMATIX,
      INC.	 
	(Florida) 	 	 	(Nevada)	 
	 	 	 	 	 
	
                  By:  /s/
      Alan G. Willsey

                	 	 	
                  By:  /s/  Terry
      G. Bowering

                	 
	
                         
      Alan G. Willsey, Director 

                	 	 	
                            
      Terry Bowering, Director

                	 


        

      

       

       

       

       

       

       

       

       

       

       

      

        
          
             


          

          
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