EXHIBIT 10.19 FORM OF BROKER MEMBERSHIP AGREEMENT
BROKER MEMBERSHIP AGREEMENT This Agreement, dated, _________________is between Red Carpet Real Estate Service, ("Red Carpet") and ________________________________, ("Broker") dba, ________________________________________, ("The Business"), Broker's State of Registration ____, Address:__________________________________________________________ __________________________________, Telephone number: ________________________. Red Carpet has been established for the purpose of developing a unique membership of real estate brokerage businesses under the name "Red Carpet Real Estate Service ("The Membership"). B. Broker is a fully licensed and registered real estate broker in good standing with the State listed above, and has conducted real estate business for no less than two years, as described in Broker Membership Application. C. Broker has applied to join the Membership and participate in the Membership under the terms and conditions contained in this Agreement. in consideration of the following mutual promises, the parties agree that: 1. ADMISSION. (a) Red Carpet admits Broker into the Membership and authorizes Broker to operate the Business using the trade name Red Carpet Real Estate Service Membership . (When using Red Carpet Real Estate Service Membership as part of its trade name, Red Carpet Real Estate Service Membership may only be followed by Broker's DBA Name). (b) Red Carpet authorizes the Business to use Red Carpet 's trademarks and service marks and participate in the Membership's programs and other benefits so long as Broker remains in good standing under this Agreement. Broker acknowledges that Red Carpet, at its discretion, may modify its programs from time to time as necessary. 2. TERMS: The term of this Agreement is five years, beginning ___________________________. This Agreement may be renewed for an additional five year term under the terms available at the time of renewal if Broker gives written notice of renewal to Red Carpet at least ninety (90) days prior to the end of its initial term, is in good standing at such time, sends with its notice a renewal fee of $500.00, and signs the Red Carpet Membership Agreement in effect at the time of renewal. (a) Broker agrees to pay Red Carpet upon signing this Agreement a non-refundable Membership Fee of $1,500.00. (b) Broker also agrees to pay Red Carpet monthly dues of $100.00 for the Broker and $40.00 for each additional Associate. An Associate is defined as any licensed broker, salesperson or assistant who is affiliated, directly or indirectly, with Broker, and/or who uses the marks or programs of Red Carpet in any way. Within 5 days after an Associate becomes affiliated with the Business, Broker must give written notice of such affiliation to Red Carpet. Failure to report such affiliation within the 5 day period shall be considered a material default of this Agreement, and Broker agrees to pay Red Carpet $250.00 per month for any and all new Associates from the date of affiliation with Broker until Red Carpet receives written notice hereunder. So long as Broker follows the reporting requirements outlined in this Section, dues for a new Associate will commence on the first month following the second full month of affiliation. (c) Broker agrees to pay the dues each month and authorizes Red Carpet to make a direct transfer of the dues from Broker's bank account or designated credit card between the 20th and 25th day of each month. Broker will sign the Authorization attached to this Agreement as Schedule A and take any additional action that may be required by Broker's bank to set up and maintain direct transfer bank authorization. Broker will maintain sufficient funds in the designated bank account or sufficient credit limits with the designated credit card at all times to allow timely honoring of each transfer. No payments may be made from Broker's trust accounts. (d) If any payment of dues is not received by Red Carpet when due, Broker will pay a late payment fee for the additional collection costs and pay interest on the delinquent amount at the highest rate permitted by law until paid in full. The amount of the late payment fee will be $25.00 if the full delinquent amount and late payment fee are received by Red Carpet on or before the first day of the month following the date payment was due, or $100.00 if received thereafter. (e) Red Carpet, from time to time, intends to offer additional services over and above those services included in the Membership which may require additional fees. These services will be optional and are not required to participate in the Membership. Broker herein agrees to pay the sum of $100.00 on each closed transaction unit to Red Carpet as a service fee. The fee shall become due and payable immediately upon the closing of each closed unit. From this fee the 1
Broker shall be reimbursed 30% of the fees collected for Red Carpet Real Estate Service name and trademark promotion). Broker shall be entitled to reimbursement only for months when Broker's closed units exceed four. Reimbursements shall be made quarterly upon submission of advertising copy accompanied by a paid invoice. Broker shall be invoiced annually a fee of $295.00 for computer services. Such fee is due and payable upon receipt of invoice. 3. GOOD STANDING: "Good Standing" means that Broker is current with all payments owed to Red Carpet or its affiliates, remains fully licensed and registered as set forth above in section C 2 (b), has not been convicted of a felony and is in full compliance with Section 6 (b) below and all other requirements of this Agreement. Broker warrants that the Broker's license submitted with Broker's Membership Application is in full force and effect. Broker agrees to notify Red Carpet immediately of any suspension or revocation of such license and to deliver to Red Carpet, immediately after each license renewal, a true and correct copy of the renewed license. 4. USAGE OF MARKS: Broker agrees to use the Marks only in the ways designated by Red Carpet. Broker will never use the Marks in a way which may be in bad taste or inconsistent with the high quality reputation of the Membership and its public image or tend to bring disparagement, ridicule, or scorn upon the Marks, the Membership or its goodwill. Broker agrees that all goodwill associated with the Marks and the Membership belong exclusively to Red Carpet . Broker will never, during the term of this Agreement or thereafter, directly or indirectly contest the validity, ownership or use of the Marks by the Membership or the rights of Red Carpet to the Marks. Broker acknowledges that the authority to use the Marks set forth in this Agreement is not exclusive and that Red Carpet may grant similar authority or license at its sole discretion to other brokers within and outside the trade area covered by Broker. Broker further acknowledges that an affiliate of Red Carpet has granted and will continue to grant franchise licenses for the operation of franchised businesses under the name "Red Carpet Real Estate Service" and agrees to cooperate with such franchisees and not interfere with their business interests. 5. RELATIONSHIP. Broker is not and will not represent or hold itself out as being an agent, legal representative, joint venturer, partner, employee or servant of Red Carpet for any purpose. Broker is not authorized to make any statement or to create any obligation, expressed or implied, on behalf of Red Carpet or the Membership. Broker agrees to identify itself as an independently owned and operated business when using any of Red Carpet 's trademarks or service marks. The parties intend that the relationship between them is defined as an exemption by the Federal Trade Commission's Trade Regulation Franchise Rule, 16 CFR 436.2(a) (3)(i),(h). Broker agrees that it is not relying on Red Carpet or its expertise to operate the Business successfully or make it profitable, or for significant assistance in its methods of operation, including but not limited to, its business organization, management, marketing plan, promotional activities, or business affairs. 6. INDEMNIFICATION: (a) Broker will indemnify Red Carpet, its parent and affiliates and its and their officers, directors, employees, agents, affiliates, successors and assigns from and against any and all claims in any way related to the operation of the Business or the property where the business is operated and any and all fees (including reasonable attorneys' fees), costs and other expenses incurred by or on behalf of Red Carpet in the investigation of or defense against any such claim. (b) Broker agrees to obtain within thirty (30) days after the date of this Agreement and will continue to maintain in full force and effect throughout the term of this Agreement, an insurance policy or policies (the "Insurance") with the following protections: (i) General liability insurance insuring the Business and its primary owners and managers against any claims, losses or liabilities arising out of or in connection with the operation of the Business and the ownership of property used in the Business with minimum coverage of $200,000 per person, $500,000 per incident, and $50,000 property damage; (ii) Errors and omissions coverage against any customer claims, with minimum coverage of $1,000,000; and (iii) Vehicle liability insurance for all vehicles used in the business with minimum coverage of $100,000 per person and $300,000 per accident for bodily injury, and $50,000 for property damage. Broker agrees to report all transactions to its Errors and Omissions insurance provider as required by such policy. Failure to report each and every transaction as required by such policy shall be considered a material default of this Agreement. Broker agrees that Red Carpet shall be named as an additional insured on the Insurance. Broker agrees that it will not use the Marks until such insurance has been obtained and Red Carpet has received a true and correct copy thereof as well as a certificate of insurance showing compliance with the requirements of this Agreement, stating that the insurance will not be canceled or altered without at least thirty days (30) days prior written notice to Red Carpet . (c) If Red Carpet has not received the above within thirty (30) days after the date hereof, this Agreement shall be automatically canceled, and a failure to maintain such insurance is a material default of this Agreement. The Insurance must be written by a responsible insurance company or companies satisfactory to Red Carpet. If Red Carpet fails to enforce this requirement for whatever reason, it shall not be deemed in any way to have waived its rights under this Section.
7. PERSONAL CONTRACT. Broker agrees that a the primary reason that Red Carpet is admitting Broker to the Membership is the personal confidence it has in Broker and its management. No person will succeed to any of Broker's rights under this Agreement by virtue of any voluntary or involuntary proceeding in bankruptcy, receivership, attachment, execution, assignment tor the benefit of creditors, other legal process or transfer not expressly authorized by Red Carpet . Any attempt by Broker to transfer any of its rights or interest under this Agreement without Red Carpet 's authorization will constitute a material breach of this Agreement, in which case Red Carpet may terminate this Agreement immediately upon written notice to Broker. Red Carpet will not be bound by an attempted transfer, by law or otherwise, of any part or all of this Agreement unless Broker has received Red Carpet 's prior written consent, which will not be unreasonably withheld. Broker will pay Red Carpet a transfer fee of $1,000.00 with its request for a consent to transfer, and must be in good standing at the time of such request. In considering a request for transfer, Red Carpet will consider qualifications, apparent ability and credit standing of the proposed transferee as if he or she were a prospective direct purchaser of a membership in the Membership. 8. COVENANT Broker expressly agrees during the term hereof: (a) to maintain its good standing at all times, (b) to comply with the reporting requirements of Sections 2(b), 3 and 6(b) of this Agreement, 6(c) to provide full, true and accurate information as necessary, to maintain in full force and effect the Insurance required by Section 6 (b) above, and (d) to provide at the Business at all times service which meets Red Carpet 's service requirements as set forth from time to time in writing and sent to Broker. Broker's failure to maintain any of its obligations under this Section 8 shall be considered a material default of its obligations hereunder. 9. Red Carpet may terminate this Agreement in full following thirty (30) days written notice unless Broker has cured such default or failure within such thirty day period. The parties agree that in such event, actual damages to Red Carpet would be extremely difficult to ascertain, and consequently broker agrees to pay Red Carpet as liquidated damages all dues which would otherwise be required to be paid to Red Carpet during the six (6) months following termination in addition to any payments due hereunder. (b) Broker may terminate this Agreement without cause by giving written notice to Red Carpet in the first six (6) months prior to termination or by including with such notice full payment of all dues which would be due hereunder during such six (6) month period, in which case the termination shall be effective upon receipt of the notice and payment by Red Carpet. In each case, Broker must be and remain current in all amounts otherwise due under this Agreement for such notice to be effective. (c) This Agreement will be automatically and immediately terminated if a petition for bankruptcy, an arrangement for the benefit of creditors or a petition for reorganization is filed by or against Broker, or if Broker will make any assignment for the benefit of creditors, or if a Receiver or Trustee is appointed for the Business, unless remedied to Red Carpet 's satisfaction within twenty (20) days. (d) When this Agreement expires or terminates for any reason, Broker must immediately discontinue the use of the Marks and return all items bearing the Marks to Red Carpet, and remove all of the Marks from the Business to Red Carpet's satisfaction. 10. CONFIDENTIALITY: (a) Broker agrees that Red Carpet is the owner of all rights in and to the system employed by the Membership, and that such system contains trade secrets which are revealed to Broker in strictest confidence. Broker agrees not to disclose, duplicate, license, sell or reveal any portion of any confidential documents within the system to any other person, except an employee or Associate of Broker required by his or her work to be familiar with such information. Broker agrees to keep and respect all confidential information received from Red Carpet, to obtain from each of the Business's Associates an agreement to keep and respect all such confidences and to be responsible for its compliance with such agreements. (b) Neither Broker nor any Associate will, directly or indirectly, engage in or have any interest whatsoever in any Similar Business or provide services to a Similar Business without Red Carpet 's prior written consent. A "Similar Business" is any business which primarily involves assisting in the sale of real property for a fee or commission. (c) Broker agrees that any violation of this Section 10 would result in irreparable injury to Red Carpet and the Membership and that Red Carpet would be without an adequate remedy at law. In the event of a breach or threatened breach of this Section 10, Red Carpet will not be required to prove actual or threatened damage in order to obtain a temporary or permanent injunction or a decree for specific performance of these terms. Red Carpet shall also be entitled to any other remedies which it may have at law or in equity. Each of these covenants will be construed as independent of each other and of any other provision of this Agreement. If all or any opinion of this Section 10 is held unenforceable by a court having valid jurisdiction in a final decision between the parties hereto and from which no appeal has or may be taken, Broker expressly agrees to be bound by the remaining portion of this Section. 3
11. TRADEMARK INFRINGEMENT. If Broker refuses to comply with a written notice of termination sent by Red Carpet and a court later upholds such termination of this Agreement, any operation of the Business by Broker using the Marks from and after the date of termination stated in such notice will constitute trademark infringement by Broker, and Broker will be liable to Red Carpet for damages resulting from such infringement, including, without limitation, any profits made by Broker. 12. ARBITRATION: Except as set forth in this Section 12, any dispute between the parties which involves this Agreement and cannot be resolved by the parties themselves must be submitted to binding arbitration in accordance with the rules of the American Arbitration Association applicable to commercial arbitrations. Such arbitration will be held within the county where Red Carpet executive headquarters are located ("the Home County"), and judgment upon the decision of the arbitrator may be entered in any court having jurisdiction over the matter. However, arbitration will not be used for any dispute which involves Broker's continued usage of any of the Marks or any issue involving injunctive relief against Broker, all of which issues will be submitted initially to a court within the Home County. The parties expressly consent to personal jurisdiction in the Home County as set forth above and agree that such courts will have exclusive jurisdiction over any such issues not subject to arbitration. 13. MISCELLANEOUS. (a) The expiration or earlier termination of this Agreement will not discharge or release a party from any liability or obligation then accrued or any liability or obligation continuing beyond or arising out of the expiration or earlier termination of this Agreement, including without limitation the indemnification requirement contained in this Agreement. Whenever the consent of a party is sought or required hereunder, such consent will not be unreasonably withheld. If any pan of this Agreement is for any reason declared invalid, unenforceable or impaired in any way the validity of the remaining paragraphs will not be affected thereby, and such remaining portions will remain in full force and effect as if this Agreement had been executed with such invalid opinion eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including therein any such portions which might be declared invalid. (b) If either party initiates any legal proceeding which involves issues arising out of this Agreement, the prevailing party in such action will be paid its reasonable attorneys' fees and costs by the other party. The parties agree that the law of the state where the Business is located will apply to the construction and enforcement of this Agreement and govern all questions which arise with reference hereto. (c) The headings inserted in this Agreement are for reference purposes only and will not affect the construction of this Agreement or limit the generality of any of its provisions. This Agreement and the documents referred to herein constitute the entire agreement between the parties and supersede and cancel any and all prior and contemporaneous agreements, understandings, representations, inducements and statements, oral or written, of the parties in connection with the subject matter hereof. Except as expressly authorized herein, no amendment or modification of this Agreement will be binding unless executed in writing by both parties. A facsimile of a signed copy of this Agreement will be accepted as if it were a signed original. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. "Member Broker"
Name of Company By: _____________________________ By __________________________________ By ______________________________ RED CARPET REAL ESTATE SERVICE "Red Carpet" By: _________________________________ Authorized Officer 4
This contract is not valid until signed by an Officer of Red Carpet Real Estate Service GUARANTY Each undersigned Guarantor, jointly and severally, covenants, promises to pay or cause to be paid all monies which become payable by Member licensee under this Agreement Each Guarantor adopts each and every covenant to be preformed by Member License and agrees with Licensor and Red Carpet Real Estate Service to perform and observe all such covenants. Licensor entering into this Agreement with Licensee constitutes consideration for this Guaranty. The receipt an sufficiency of this consideration is acknowledged by the signature of each Guarantor.
-----------------------------------Name (Typed or Printed) WITNESS: -----------------------------------Signature -----------------------------------Signature -----------------------------------Name (Typed or Printed)
EXHIBIT 10.20 STOCK PURCHASE AGREEMENT DATED SEPTEMBER 10, 1998
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of September 10, 1998, by and between Aspen, Benson & May Investment Bankers LLC., a limited liability corporation organized under the laws of the California ("LLC"), and HomeLife Inc., a corporation organized under the laws of the State of Nevada ("HMLF"). LLC shareholders (collectively, the "Shareholders") desire to sell their stock. LLC and its Shareholders may sometimes be collectively referred to herein as "Shareholders" or "Selling Parties." HMLF is often referred to as "Buyer." RECITALS A. Shareholders are the holders of all the outstanding shares of equity securities of LLC (the "Shares"). B. Outstanding equity securities of LLC are 10,000 common shares as of September 1, 1998. C. Shareholders each desire to sell to Buyer, and Buyer desires to purchase from Shareholders, all of Shareholders' right, title and interest in and to the Shares upon the terms and conditions set forth herein. NOW THERE FORE, in consideration of the mutual benefits to be derived from this Agreement, the parties represent, warrant, and LLC as follows: AGREEMENT SECTION 1. PURCHASE AND SALE OF SHARES. 1.1 PURCHASE AND SALE. At the Closing (as defined below), and upon the terms set forth herein, Shareholders will sell, transfer, assign, convey, grant, and deliver to Buyer, and Buyer will purchase and acquire from Shareholders, all right, title, and interest of Shareholders in and to the Shares, such that, following the Closing, LLC will become a wholly-owned subsidiary of Buyer. 1.2 PURCHASE PRICE. The purchase price (the "Purchase Price") for all LLC Shares shall be considered the number of common shares of HomeLife, Inc. according to the following formula: a) Number of shares equal to total salary ( as defined in 1.2 (b)) divided by the average of the last closing bid price of the common stock of HomeLife, Inc. as reported by the National Association of Securities Dealers automated System (NASDAQ) on the last trading day of each month for the period from September 1998 through December 1999. b) Total Salary equal to an annual salary of $60,000 for the period from September 10, 1998 through December 31, 1999, equal to 15 1/2 months, or $77,500. 1.3 PAYMENT OF PURCHASE PRICE. Calculation of purchase price shall be done on January 3, 2000. Buyer's stock agent shall then notify Shareholders that their HMLF stock has been entered into the transfer agent's books and that certificates for such shares will be mailed, by certified mail, within five (5) days from the transfer agent's office via certified mail, to such addresses as Shareholders shall instruct. SECTION 2. THE CLOSING 2.1 TIME AND PLACE. The Closing of the transaction contemplated by this Agreement (the "Closing") shall occur at a time, date and place as the parties hereto shall designate in writing. The Closing shall occur no later than September 15, 1998. SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. LLC and its Shareholders, jointly and severally, represent, warrant, and LLC as follows: 1
3.1 ORGANIZATION AND STANDING OF LLC. LLC is a corporation duly organized,' validly existing, and in good standing under all laws of the California and has full power and authority to carry on the business of LLC as now conducted. LLC is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the nature of its business conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on LLC's financial condition or results of operations. 3.2 AUTHORITY; CAPITALIZATION. (a) The execution, delivery and performance of this Agreement by LLC and the consummation by LLC of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of LLC. This Agreement has been duly executed and validly delivered by Selling parties and is a valid and binding Agreement of Selling Parties, enforceable against them in accordance with its terms, except as may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally. (b) Shareholders are the lawful beneficial and record owners of all (100%) of the. issued and outstanding shares of LLC's equity securities. All of the Shares, preferred, common or otherwise, have been duly and validly issued, are fully paid and non-assessable, and will be conveyed hereunder free and clear of all liens, security interests, encumbrances, pledges, restrictions, charges, demands, and claims of any kind and nature whatsoever, whether direct or indirect or contingent. There are no options or other Agreements of any kind granted or issued by LLC which provide for the purchase, issuance, encumbrance or transfer of any additional shares of the capital stock of LLC nor are there any outstanding securities granted or issued by LLC that are convertible into any shares of the equity securities of LLC. LLC does not have outstanding any bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of LLC's capital stock on any matter. 3.3 EFFECT OF AGREEMENT. (a) The execution, delivery, and performance of this Agreement and consummation of the transactions contemplated herein by Selling Parties will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which Selling Parties are subject, (ii) violate any judgment, order, writ, or decree of any court or other tribunal or any agency applicable to Selling Parties, or (iii) result in the breach of or conflict with any term, covenant, condition, or provision of, or result in the creation of any lien or encumbrance on their respective assets under any commitments, contracts, or other Agreements or instruments to which such Selling party is a party or by which any of its assets is or may be bound. 3.4 LICENSES AND PERMITS. LLC possesses all material licenses and permits necessary to conduct its business as now operated. Such licenses and permits are valid and in full force and effect. No action or claim is pending or threatened to revoke or terminate any such licenses or permits or declare any of them invalid in any respect. 3.5 BROKERS AND FINDERS. No broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission payable by Selling Parties in connection with the transactions contemplated by this Agreement, based upon arrangements made by or on behalf of Selling Parties or any of its affiliates. 3.6 LITIGATION. There is no litigation, actions, investigations, arbitration, or other proceedings currently pending or threatened to which LLC is, or will likely be, a party. LLC is not subject to any outstanding order, writ, injunction, or decree of any court, government, governmental authority or agency, or arbitration against it or affecting or relating to its assets or business which could have a material adverse effect on such assets or business. SECTION 4. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. Each Shareholder represents and warrants to Buyer with respect to himself or herself, as of the date hereof and as of the Closing, as follows: 2
4.1 INDEPENDENT INVESTIGATION. Shareholder acknowledges that, in entering into this Agreement, Shareholder has relied on Shareholder's own independent investigations and has not relied upon any representations or other information (whether oral or written) from Buyer, or its officers, directors, agents, employees or representatives regarding Buyer, its business or financial condition. Shareholder acknowledges that he or she and his or her advisors, if any, have, prior to entering into this Agreement, been given information on Buyer and its business as requested. 4.2 ORDERLY SALE OF SHARES. Shareholders agree that collectively that Shareholders will not sell, transfer, or dispose of more than twenty thousand (20000) shares within any 90 day period. Shareholders further agree that Buyer will be first offered such shares for purchase, and in the event that Buyer does not desire to purchase same, will allow Buyer to assist appropriately in the orderly marketing, placement, re-registration, or sale of such stock. SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents, warrants, and agrees as follows: 5.1 ORGANIZATION AND STANDING OF BUYER. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has full power and authority to carry on its business as now conducted. 5.2 AUTHORITY OF BUYER. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and is a valid and binding Agreement of Buyer, enforceable against it in accordance with its terms, except as may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor's rights. 5.3 EFFECT OF AGREEMENT. The execution, delivery, and performance of the Agreement and consummation of the transactions contemplated herein by Buyer will not, with or without the giving of notice or the lapse of time, or other, (i) violate any provision of law, statute, rule, or regulation to which Buyer may be subject; (ii) violate any judgment, order writ, or decree of any court or other tribunal or any agency applicable to Buyer or its properties; or (iii) result in the breach of or conflict with any term, covenant, condition, or provision of, or result in the creation of any lien or encumbrance on its assets under, any commitments, contracts, or other Agreements or instruments to which Buyer is a party or by which any of its assets or properties is or may be bound or affected. 5.5 LISTING. The shares of common stock of Buyer are currently traded on NASDAQ's Over-the-counter Bulletin Board. Buyer makes no representations or warranties regarding obtaining a listing of its securities on any other stock exchange. SECTION 6. CERTAIN COVENANTS AND AGREEMENTS. 6.1 CONDUCT OF LLC PRIOR TO CLOSING. From the date hereof and until the Closing Date, LLC shall: (a) Operate its business only in the usual and ordinary course and consistent with LLC's current practice, and not purchase, sell, lease, transfer, encumber or dispose of any assets except in the ordinary course of business and with notice of same to Buyer; and (b) Use its best efforts to preserve LLC's present organization and goodwill intact, including the present business relationships and goodwill with customers, suppliers, and other who have dealings with LLC; and (c) Pay all costs, expenses, liabilities, and capital expenditures of LLC relating to its business in the ordinary course when due; and 3
(d) Provide Buyer and its employees, counsel, accountants, and advisors with full access upon reasonable notice during normal business hours to all of the properties, personnel, financial and operating data, books, contract, and records of LLC in connection with Buyer's review of LLC and its operations, provide such further access and information as Buyer may reasonably request from time to time, and in general to cooperate fully with Buyer and to assist Buyer in its due diligence investigation of LLC's business and assets. 6.2 NONCOMPETE AGREEMENT. Subject to the terms and conditions of the attached Work for Hire Agreement (Exhibit A), each Shareholder will not, individually or in concert with any other person or entity, directly or indirectly, whether as an owner, member, partner, officer, employee, director, trustee, stockholder (except of not more than one (1%) percent of the outstanding stock of any company purchased for investment purposes only), agent, manager, consultant, associate, or otherwise, own, manage operate, join, control, finance, organize, participate in, work for, permit the use of his/her name by, or be connected in any manner with any business activity within the United States which is competitive with any aspect of the business of LLC so long as LLC carries on such business, whether under its current name or otherwise. It is intended that the covenant contained in this paragraph shall be deemed to be a series of separate covenants, one for each county in the United States. Except for geographic coverage, each such separate covenant contained shall be deemed identical in terms with the covenant contained in this paragraph. If in any judicial proceeding, a court should refuse to enforce all of the separate covenants deemed included in this paragraph because, taken together, they cover too extensive a geographic area, it is intended that those of such covenants which, if eliminated, would permit the court to enforce the remaining separate covenants to be enforced in such proceeding, and shall, for the purpose of such proceeding, be deemed eliminated for the provisions hereof In the event of a breach or threatened breach of this Section, Buyer shall be entitled to an injunction restraining such breach, without the requirement of posting bond; but nothing herein shall be construed as prohibiting Buyer from pursuing any other remedy available to it as a result of such breach or threatened breach. 6.3 CONTINUED RELATIONSHIP. William Slivka agrees to associate with LLC, or its successor or assigns, for the period of September 10, 1998 through December 31, 1999 in accordance with and upon the terms and conditions stated in a mutually agreeable Work for Hire Agreement, attached to this Agreement as Appendix C and incorporated herein by reference. During the term of such Work for Hire Agreement, William Slivka shall have office locations suitable to their duties in San Rafael California or such other locations as deemed necessary. SECTION 7. INDEMNIFICATION, 7.1 BUYER'S INDEMNIFICATION. Buyer shall indemnify, defend and hold harmless the Shareholders and LLC, together with its officers, directors, agents, and affiliates (collectively, the "Selling Parties' Indemnified Parties"), from and against any and all claims, demands, causes of action, liabilities, damages, deficiencies, losses, obligations, costs and expenses (including attorney fees and any costs of investigation) that a Selling Parties' Indemnified Party shall incur or suffer that arises, results from or relates to: (a) the operation of LLC's business or corporation on or after the Closing (b) Buyer's breach of any representation or warranty or its failure to fulfill any Agreement or covenant contained in this Agreement or any certificate, document or instrument delivered at the Closing. 7.2 LLC'S INDEMNIFICATION. LLC and the Shareholders, jointly and severally, shall indemnify, defend and hold harmless Buyer and its officers, directors, agents, and affiliates (collectively, the "Buyer's Indemnified Parties"), from and against any and all claims, demands, causes of action, liabilities, damages, deficiencies, losses, obligations, costs and expenses (including attorney fees and any costs of investigation) that a Selling Parties' Indemnified Party shall incur or suffer that arise, result from, or related to: (a) The operation of the business of LLC in which the principal events giving rise thereto substantially occurred prior to the Closing or which result from or arise out of any action or inaction prior to the Closing of the Shareholders, LLC or any director, officer, employee, agent, representative or subcontractor of LLC; and 4
(b) Any Selling Party's breach of any representation or warranty or a failure to fulfill any Agreement or covenant contained in this Agreement, any Schedule hereto, or any certificate, document or instrument delivered at the Closing. 7.3 INDEMNIFICATION PROCEDURES. Each party agrees promptly to give the other written notice of any assertion by any third party against it as to which it may request indemnification hereunder. The indemnifying party hereunder shall have the right, upon notice to the other within thirty (30) days after receiving any such notice, to defend with counsel satisfactory to the indemnified party any such third party suits, claims, or proceedings, but the indemnified party may participate in the defense of any such suit, claim, or proceeding at its expense. Each party agrees not to settle or compromise any such third party suit, claim, or proceeding without the prior written consent of the other. SECTION 8. CONDITIONS TO CLOSING, 8.1 CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to close hereunder shall be subject to the following conditions: (a) The representations and warranties of Selling Parties shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date; (b) Selling Parties shall have performed and complied in all material respects with the covenants, conditions and other obligations under this Agreement which are to be performed or complied with by it on or prior to the Closing Date; (c) Buyer shall have received a certificate executed by Selling Parties, reasonably satisfactory to Buyer, certifying that (i) the representations and warranties of LLC and the Shareholders shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, and (ii) the conditions specified in Sections 8. 1 (a) and (b) have been satisfied or waived; (d) Buyer shall have completed a due diligence examination relating to LLC, its business and assets, to the extent it deems necessary and shall be satisfied with the results thereof in its sole discretion, and shall have given LLC notice of its satisfaction; and (e) There shall have occurred no material adverse change in the business or financial condition of LLC from that disclosed in the Financial Report after taking into account seasonal adjustments. 8.2 CONDITIONS TO SELLING. PARTIES'. OBLIGATION TO CLOSE, The obligation of Selling Parties to close hereunder shall be subject to the following conditions: (a) The representations and warranties of Buyer contained in this Agreement shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing date; and (b) Buyer shall have performed and complied in all material respects with the covenants, conditions and other obligations under this Agreement which are to be performed or complied with by it on or prior to the closing Date; and (c) Selling Parties shall have received a certificate executed by Buyer, reasonably satisfactory to Selling Parties, certifying that (i) the representations and warranties of Buyer shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, and (ii) the conditions specified in Sections 8.2(a) and (b) have been satisfied or waived. 5
8.3 CONDITION TO EACH PARTY'S OBLIGATION TO CLOSE. The obligations of the parties to close hereunder shall be subject to the following conditions: (a) NO RESTRAINTS No statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental entity of competent jurisdiction which enjoins or prohibits the consummation of this Agreement and shall be in effect; and (b) LEGAL ACTION. There shall not be pending or threatened in writing any action, proceeding or other application before any court or governmental entity challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages. SECTION 9. MISCELLANEOUS, 9.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing Date: (i) by mutual consent of Buyer and Selling Parties, or (ii) by Buyer or Selling Parties if the conditions set for in Section 8 shall not have been satisfied on or prior to Closing, or (iii) by Buyer if Buyer is not satisfied in its sole discretion with the results of the due diligence investigation, or (iv) by Buyer if, at any time prior to the Closing, there shall occur a material breach of any of Selling Parties' representations, warranties, or covenants contained in this Agreement and such breach would material and adversely affect the benefits to be derived by Buyer from the transaction contemplated hereby, or (v) by Buyer and Selling Parties if the Closing shall not have been consummated on or before September 12, 1998 (or agreed upon extensions thereto), provided that the right to terminate this Agreement under this section shall not be available to any party whose breach of its representations and warranties in this Agreement or whose failure to perform any of its covenants and Agreements under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date. 9.2 CONFIDENTIALITY AGREEMENT. Unless and until the Closing is consummated, Selling Parties and Buyer, and their respective officers, directors, and representatives, as the case may be (each a "Recipient"), will keep confidential any and all information which is or has been furnished to it by or on behalf of Selling parties or Buyer (each a "Provider") in connection with the transactions contemplated by this Agreement (the "Confidential Information"), and shall use the Confidential Information solely in connection with the transactions contemplated by this Agreement. Recipient shall not disclose any Confidential Information to any person or entity, except to its own accountants, attorneys, consultants, or employees on a "need-to-know" basis in connection with the transactions contemplated by this Agreement. All Confidential Information shall remain the property of the Provider. If this Agreement is terminated, the Recipient shall promptly return all Confidential Information to the Provider and either destroy any writings prepared by or on behalf of Recipient based on Confidential Information (and certify such destruction to the Provider) or deliver any and all such writings to the Provider. Confidential Information does not include information which is or become (but only when it becomes) generally available to the public other than as a result of disclosure in violation of this provision. The parties acknowledge the unique nature of the Confidential Information and that any actual or threatened disclosure of Confidential Information in violation of the terms of the Agreement will cause substantial and irreparable harm to Provider. Accordingly, in the event of a breach or threatened breach of this Agreement, Provider shall be entitled to an injunction restraining such breach, without the requirement of posting bond; but nothing here shall be construed as prohibiting Provider from pursuing any other remedy available to it as a result of such breach or threatened breach. 9.3 NOTICES. All notices, requests, demands and other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by facsimile, or when mailed by registered or certified mail, postage prepaid, return receipt requested, as follows:
If to Buyer, to the following: HomeLife, Inc. 4100 Newport Place, Suite 730 Newport Beach, CA 92660 Attention: Mr. Andrew Cimerman, Chairman 6
If to LLC, to the following:
Aspen, Benson, & May Investment Bankers, LLC 125 Larkspur Avenue Suite 202 San Rafael, California 94901 Attention: William Slivka
or to such other address as any party may designate from time to time by written notice to the other given in the foregoing manner 9.4 EXPENSES. Except as otherwise provided herein, each of the parties hereto shall bear the expenses separately incurred by them in connection herewith, including, without limitation, their respective attorneys' fees and all other costs. Specifically, if this transaction does not close, without the fault of either party, then expenses of each party shall be their own costs. 9.5 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to principles of conflict of laws. 9.6 ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes any and all oral or written Agreements heretofore made relating to the subject matter hereof and constitutes the entire Agreement of the parties relating to the subject matter hereof. At his/her Agreement may not be changed or modified except by an Agreement in writing signed by Selling Parties and Buyer. 9.7 NO IMPLIED RIGHTS OR REMEDIES. Except as other-wise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, firm or corporation, other than the parties hereto, any rights or remedies under or by reason of this Agreement. 9.8 HEADING. The headings in this Agreement are inserted for convenience or reference only and shall not be a part of or affect the meaning of this Agreement. 9.9 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.10 SUCCESSORS AND ASSIGNMENT. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but no party shall have the right to assign this Agreement without the prior written consent of the other party, except that Buyer may assign all or a portion of its rights and obligations hereunder to any entity which controls, is controlled by, or is under common control with Buyer. In the event of any such assignment by Buyer, Buyer shall remain fully and primarily liable for the obligations of "Buyer" hereunder, and in any event, the HomeLife shares to be issued hereunder shall be shares of the common stock of HomeLife, Inc., a Nevada corporation. 9.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made by the parties in this Agreement, any Schedule hereto, or any certificate, document or instrument delivered at the Closing, shall survive the Closing indefinitely, notwithstanding any investigation or audit conducted by any party before or after the Closing or the decision of any party to consummate the transactions contemplated hereby. 9.12 PUBLIC ANNOUNCEMENTS. Neither Buyer or Selling Parties or LLC shall make, issue or release any oral or written public announcement or statement concerning or publicly reveal the transactions under this Agreement without first obtaining the other party's prior written approval of the contents of such announcement or statement, except that after the Closing, Buyer may make such announcements as it deems necessary or appropriate. 9.13 REMEDIES CUMULATIVE. No remedy herein conferred upon the parties is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 7
9.14 EXECUTION OF ADDITIONAL DOCUMENTS. Each party hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. 9.15 ATTORNEYS FEES. In the event of any legal, equitable or administrative action or proceeding brought by any party against another party under this Agreement, the prevailing party shall be entitled to recover the reasonable fees of its attorneys and any costs incurred in such action or proceeding including costs of appeal, if any, in such amount that the court or administrative body having jurisdiction over such action may award. 10. BOARD OF DIRECTOR'S APPROVAL. This agreement is subject to the approval of the Board of Director's of HomeLife, Inc. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. Aspen, Benson & May Investment Bankers, LLC a California limited Liability Corporation
By: /S/ WILLIAM SLIVKA ---------------------------William Slivka
HomeLife, Inc., a Nevada Corporation
By: /S/ ANDREW CIMERMAN ---------------------------Andrew Cimerman
EXHIBIT 10.21 EMPLOYMENT AGREEMENT BETWEEN HOMELIFE, INC. AND ANDREW CIMERMAN
EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is made effective as of October 25, 1995 (the "Effective Date"), by and between HomeLife, Inc. (the "Employer") with head offices located at 4100 Newport Place, Suite 730, Newport Beach, CA 92660 and Andrew Cimerman (the "Employee"). Recitals WHEREAS the Employer is desirous of employing the Employee upon the following terms and conditions; AND WHEREAS the Employee has agreed to enter into the employment of the Employer and for other good and valuable consideration, the parties hereto agree as follows; AGREEMENT A. EMPLOYMENT OF EMPLOYEE 10 TERM OF AGREEMENT. This relationship shall be established for a period of give (5) years, with option for a additional five year period at the sole option of the Employee. Nothing precludes Employer or Employee from extending or modifying this Agreement subsequently in a mutually agreeable contract, signed by those parties at a future date. 11 RUNNING THE BUSINESS. The Employee acknowledges that his primary responsibility is the running of the Business. The Employee shall receive directions from and carry out the instructions of the Board of Directors. 12 DIRECTION OF THE BOARD OF DIRECTORS. The Employee shall abide by the decisions and take direction from the Board of Directors. B. EMPLOYMENT PRACTICES 1 INDEMNIFICATION. The Employee shall indemnify and save the Employer harmless from and against all losses, costs, charges, damages and expenses which the Employer may at any time sustain or suffer on account of the misconduct, negligence, misrepresentation, dishonesty or default of the Employee. 2 EMPLOYEE LIABILITY. Where, under the terms of this Agreement, the Employee shall have no liability to the Employer beyond those incurred in the his normal course of work. C. VACATION SICKNESS 1 VACATION. The Employee shall be entitled to such vacation as he determines. 2 SICKNESS. If the Employee shall be entitled to such sick days as he determines. D. REMUNERATION 1 REMUNERATION. The Employee shall be paid remunerated according to Schedule A. 2 INCURRING EXPENSES. The Employer herein agrees and acknowledges that the Employee will incur expenses directly relating to the performance of his duties, ie: motor vehicle, cellular telephone, pager entertainment, personal computer and home office, and herein agrees to reimburse the Employee for these expenses. 1
E. TERMINATION 1 TERMINATION OF EMPLOYEE. Employee may not terminate this Agreement without cause. Employee may terminate this Agreement immediately with cause. For purposes of this Agreement, "cause" for termination by Employee shall be: (a) a breach by Employer of any material covenant or obligation hereunder, not cured after sixty (60) day notice to Employer; (b) the voluntary or involuntary dissolution of Employer; or (c) any merger or consolidation in which Employer is not the surviving or resulting corporation. 2 TERMINATION BY EMPLOYER. Employer may not terminate this Agreement without cause. Employer may terminate this Agreement for cause at any time without notice. For purposes of this Agreement, the term "cause" shall be: (a) any felonious conduct or material fraud by Employee in connection with Employer or otherwise; (b) any embezzlement or misappropriation of funds or property of Employer by Employee; (c) any material of or material failure to perform any covenant or obligation under this Agreement; (d) gross negligence by Employee; (e) the consistent refusal by Employee to perform his material duties and obligations hereunder; or (f) Employee's willful and intentional misconduct in the performance of his material duties and obligations, in each case after written thirty (30) notice to Employee specifying the cause for termination, and in the case of the causes described in (c) and (e) above, the passage of not less than thirty (30) days after receipt of such notice, during which time shall have the right to respond to Employer's notice and cure the breach of other event giving rise to the termination. In the event that Employee is able to cure, this Agreement shall continue in full force and effect. The termination of a particular Employee shall not necessarily have any impact on other Employees in compliance with this Agreement. 3 CLAIM FOR DAMAGES. Upon any termination of the Employee in accordance with the terms of this Agreement, the Employee shall have no claim against the Employer for damages or otherwise and the Employer has no further obligation or liability to the Employee except to pay him for such services as may have been performed up to the date of termination of this Agreement as provided herein to be paid within two (2) weeks together with unearned vacation pay and severance pay in accordance with the Employment Standards Act. 4 RETURN OF INFORMATION. On the day of the termination of the Employee's employment, the Employee shall return to the Employer all copies of any forms or sales literature or other information acquired by or loaned to the Employee while employed by the Employer. F. GENERAL 1 TERMINATION OF ORAL AGREEMENTS. Any and all previous agreements, written or oral, between the parties hereto or on their behalf relating to the employment of the Employee by the Employer are hereby terminated and canceled and each of the parties hereto hereby releases and forever discharges the other party hereto of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such agreement. 2 NOTICE. Any notice, Payment or other delivery to be given or made hereunder shall be sufficiently made if in writing and mailed by prepaid registered post or delivered to the party to whom it is addressed as follows: If the Employer: HomeLife, Inc. 4100 Newport Place, Suite 730 Newport Beach, CA 92660 If the Employer: Any notice, payment or delivery so given or made shall be deemed to have been given or made on the day of delivery or, if mailed, on the second business day following the date of mailing. 2
3 ENTIRE AGREEMENT. The Employer and the Employee agree that this is the entire Agreement (together with Schedules A hereto) between the parties hereto and there are no other terms, conditions, representations, collateral agreements or otherwise relating to the same. 4 SEVERABILITY. In the event that any covenant, provision or term of this Agreement is determined by any competent tribunal to be void or unenforceable in whole or in part, then the Agreement shall not fail but the covenant, provision or term shall be deemed to be severable from the remainder of this Agreement which shall remain and continue in full force and effect. 5 INTERPRETATION. The headings set forth in this Agreement are for convenience of reference only and shall not effect the interpretation hereof. 6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the law of the State of California int he United States of America, and shall be treated in all respects as a California contract. 7 ENURE OF BENEFITS. The provisions hereof, where the context permits, shall enure to the benefit of and be binding upon the heirs, executors, administrators, and legal personal representatives of the Employee and the successors and assigns of the Employer respectively. When the context so requires or permits the masculine gender should be read as if the feminine were expressed. 8 COUNTERPARTS. This Agreement may be executed in one or more counterparts by Employees, each of which shall be deemed an original, but all of which together constitute one and the same instrument. 9 MODIFICATION. No change, modification, addition, or amendment to this Agreement shall be valid unless in a writing signed by all the parties hereto. 10 SEVERABILITY. In any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 11 REPRESENTATION. Due tot he complexities of this Agreement, Employees have been advised to seek the services of competent solicitor/attorney counsel; and the signing of this Agreement and each of them. 12 ATTORNEY'S FEES. Except as otherwise provided herein, if a dispute should arise between the parties, including but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorney's fees exclusive of such amount of attorney's fees as shall be a premium for result or for risk of loss under a contingency fee arrangement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement on the ____ day of ______________ 1995.
/s/ Andrew Cimerman ----------------------Andrew Cimerman
/s/ Andrew Cimerman ----------------------HomeLife, Inc.
APPENDIX A The Employer shall remunerate the Employee according to the following schedule. 1) If the bid price for the common stock of HomeLife, Inc. is above $4.00 per share every trading day for a period of 3 calendar months, the Employee shall receive a salary of $100,000 per year paid semi-monthly. 2) If a bid price for the common stock of HomeLife, Inc. is above $5.00 per share every trading day for a period of 3 calendar months, the Employee shall receive a salary of $200.00 per year paid semi-monthly. 3) If the bid price for the common stock of HomeLife, Inc. is above $6.00 per share every trading day for a period of 3 calendar months, the Employee shall receive a salary of $300,000 per year paid semi-monthly. 4) The Board of Directors can award a bonus to the Employee at any time at its own discretion. 5) In addition to Salary, Employee shall receive fringe benefits commensurate with the amount of the salary. 4
EXHIBIT 10.22 TRADEMARK LICENSING AGREEMENT BETWEEN HOMELIFE, INC. AND JEROME'S MAGIC WORLD, INC. TRADEMARK LICENSING AGREEMENT
This trademark licensing agreement is between HomeLife, Inc. ("HomeLife") 4100 Newport Place, Suite 730, Newport Beach, CA 92660, and Jerome's Magic World, Inc. ("Jerome") 4100 Newport Place, Suite 730, Newport Beach, CA 92660. WHEREAS HomeLife wishes to license certain trademarks from by Jerome, and Jerome agrees to license certain trademarks to HomeLife, Jerome states the terms under which it is willing to license the trademarks to HomeLife. TERMS OF THE LICENSING AGREEMENT 1) The trademarks to be licensed are "King D List", "Crok 'N Roll", "Waz", "Jerome". "Rockhead", "Jerome the Gnome", "Ralph the Elf and Gerome the Gnome", "GnomeLife", "GnomeLife HL", and "Jerome HL". 2) The term of this agreement shall be for the eight years commencing on the date of this agreement. 3) There shall be no cost to HomeLife for the licensing of these trademarks during the term of this agreement. Thereafter, Jerome may renew the license at the fair market value, to be determined by HomeLife and Jerome. IN WITNESS WHEREOF, the parties hereto have caused this Agreement on the 30th day of October 1995.
HomeLife, Inc. Jerome's Magic World, Inc.
/S/ ANDREW CIMERMAN Andrew Cimerman
/S/ ANDREW CIMERMAN Andrew Cimerman
EXHIBIT 10.23 TRADEMARK LICENSING AGREEEMENT BETWEEN HOMELIFE, INC. AND HOMELIFE SECURITIES, INC.
TRADEMARK LICENSING AGREEMENT This trademark licensing agreement is between HomeLife, Inc. ("HomeLife") 4100 Newport Place, Suite 730, Newport Beach, CA 92660, and HomeLife Securities, Inc. ("Securities") 397 Eglinton Avenue East, Toronto, Ontario, Canada, M4P 1M6. WHEREAS HomeLife wishes to license certain trademarks from by Securities, and Securities agrees to license certain trademarks to HomeLife, Securities states the terms under which it is willing to license the trademarks to HomeLife. TERMS OF THE LICENSING AGREEMENT 1) The trademarks to be licensed are "Blueprint to Selling Your Home", "Blueprint to Buying a Home", "Family Life HR", "Family HomeLife Realty Services" (words and design), "Family HomeLife realty Services" (words only), "Focus 20/20", "Higher Standards", "HomeLife" (words only)' "HomeLife (words and design), "HomeLife Higher Standards", "HomeLife Realty Service", and "It's What Everyone's Looking For". 2) The term of this agreement shall be for the eight years commencing on the date of this agreement. 3) There shall be no cost to HomeLife for the licensing of these trademarks during the term of this agreement. Thereafter, Securities may renew the license at the fair market value, to be determined by HomeLife and Securities. IN WITNESS WHEREOF, the parties hereto have caused this Agreement on the 30th day of October 1995.
HomeLife, Inc. HomeLife Securities, Inc.
/s/ Andrew Cimerman ----------------------Andrew Cimerman
/s/ Andrew Cimerman ----------------------Andrew Cimerman
EXHIBIT 24 CONSENT OF BILLER, FIRTH-SMITH & ARCHIBALD CERTIFIED PUBLIC ACCOUNTANTS
CONSENT OF BILLER, FIRTH-SMITH & ARCHIBALD. CERTIFIED PUBLIC ACCOUNTANTS The undersigned independent certified public accounting firm hereby consents to the inclusion of its report on the financial statements of HomeLife, Inc. for the years ending May 31, 1997 and May 31, 1998, and to the reference to it as experts in accounting and auditing relating to said financial statements, in the Registration Statement for HomeLife, Inc.
/s/ Biller, Firth-Smith & Archibald ----------------------------------BILLER, FIRTH-SMITH & ARCHIBALD Certified Public Accountants 18321 Ventura Blvd., Suite 600 Tarzana, California Dated: February 12, 1999