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Exhibit 8.4
SUPPLEMENTAL AGREEMENT
SATX, INC. & PARADIGM MANUFACTURING, INC.
This Supplemental Agreement, entered into on this 3rd day of March, 2000, by
SATX, Inc. ("SATX"), located at 0000 Xxxxxxxxxx Xxxx., Xxxxx, Xxxxxxx, and
Paradigm Manufacturing, Inc. ("PMI"), located at 0000 Xxxx Xxxxx Xxxxx, Xxxxx,
Xxxxxxx, documents the combined agreement between the parties regarding
Paradigm's Promissory Note to SATX dated 16 February, 2000, closure on the Stock
Purchase Agreement between the parties dated 15 October, 1999, and includes the
parties' concurrence to finish the development and tooling of the Prepaid Phone
Project. Actions required regarding GPS-Tracker development will be formulated
at a later date, under separate agreement.
The Promissory Note, executed and attached hereto as Exhibit A defines the
specific parameters for the repayment by Paradigm to SATX for advances made
during the June, 1999 to February, 2000 time period as documented by the Payment
History schedule attached hereto as Exhibit B. The Promissory Note includes the
terms and conditions under which the repayment is to be made in settlement, in
lieu of closure, of the 1999 Stock Purchase Agreement between the parties,
including the personal guarantees for the Note by the PMI principals, i.e.,
current directors and officers.
Exhibit B also displays monies spent by PMI in an effort to develop exclusively
for SATX, to SATX supplied specifications, an intelligent prepaid cellular phone
using Motorola's StarTac cellular product, and Paradigm's three-wire bus license
from Motorola, as a baseline. It is agreed by the parties that $120,000 in
previously furnished SATX funding was applied by PMI to the phone development
project authorized by SATX. It is further agreed by the parties that the phone
project shall be completed not later than 15 May, 2000 for an additional cost in
the total amount of $82,000 to be used by PMI to complete all necessary
development and production readiness labor and to acquire the necessary parts
and production tooling to complete operational test units and have the resultant
accepted product ready to enter production by 15 May, 2000. It is understood and
agreed between the parties that PMI's failure to complete the prepaid cellular
project to SATX's satisfaction consistent with prior and reasonable.
understandings between the parties, summarized herein as Exhibit C, by the date
agreed within this Agreement will constitute breach under the Promissory Note
and default under the terms of the Note. As such, all unpaid principal and
accrued interest will become immediately due and payable in full.
It is agreed between the parties that the baseline for the development of the
Motorola-based prepaid StarTac is the 3-wire bus license from Motorola held by
Paradigm subsidiary, Creative Engineering. As such, any portion of the
design/software/firmware (Intellectual Property) that includes CONTROLS to
directly operate a Motorola cellular transceiver is the sole property of
Paradigm Manufacturing, Inc., and its subsidiary, Creative Engineering Concepts,
as required under its bus license agreement with Motorola. SATX does not have
the rights to alter or decompile the software, and cannot modify the hardware
design, including values that could cause a change in amplitude of the signal,
or how interface protocol is handled. Should SATX alter, copy, or decompile
software, or change the interface in any way, without the express written
consent of Motorola, such action would negate the right to use the Motorola
cellular transceiver as modified for this application. Any such infraction would
require Paradigm, under its license, to immediately notify Motorola of the
breach.
All application specific features, including plastics, tooling, and other
specifically designed components for the prepaid application shall remain the
sole property of SATX, as full payment for the required work has been made via
the reduced repayment schedule defined under Exhibit B to this document. It is
also agreed between the parties that the "debit" portion of the software,
created in concert with DebitFone's specifications, previously issued to
Paradigm, remains the sole property of SATX, Inc., and DebitFone International,
Inc., and disclosure of any of its contents to any outside party is prohibited.
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Page-2-of-2-, Supplemental Agreement
In consideration for the remaining debit phone work to be funded by SATX, it is
agreed between the parties that such funding will be provided to Paradigm via
reduced payments to SATX from PMI necessary in satisfaction of the Promissory
Note. As such, the gross principal amount due for repayment to SATX in the
amount of $338,491 is reduced by $82,000 for the fixed price of the remaining
phone project work to yield a net revised repayment to SATX by PMI in the
principal amount of $256,491 plus interest accrued per the terms of the
Promissory Note. In reflection of said reduction the schedule for the net cash
principal repayment to SATX is as follows (replaces the Promissory Note
repayment schedule):
$ 50,000.00 by 1 April, 2000
50,000.00 by 1 May, 2000
55,000.00 by 1 July, 2000
55,000.00 by 1 September, 2000
46,491.00 by 1 November, 2000
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Total Net Pay $256,491.00 + accrued interest (to be included in the November,
2000 payment)
In the event of a default in payment to the above schedule, the default
provisions of the Promissory Note become immediately effective.
It is also understood by the parties that, upon completion of the prepaid
cellular project, all drawings, data, and source code representing the project
become the property of SATX, and a full documentation package, suitable for
reprocurement purposes, will be immediately delivered to SATX except as
constrained by the Motorola 3-Wire Bus License defined herein. It is further
understood that, in the event of default in payments or phone project scheduled
completion, all existing drawings, data packages, and source code listings at
the time of default will be immediately delivered to SATX by PMI.
It is also agreed that, upon satisfactory completion of the elements of this
Supplemental Agreement and its Exhibits, the Stock Purchase Agreement dated 15
October, 1999 will be terminated in full. The parties hereto, each to the other,
agree to the termination of the 15 October, 1999 Agreement, and of no force and
effect, upon completion of the tasks defined within tins Supplemental Agreement.
The parties also agree that they have no further obligations or responsibilities
to each other upon completion of the terms of this Agreement, and that they each
agree to release and hold harmless the other party from any liability associated
with the 15 October, 1999 Agreement provisions once the terms are fulfilled. The
parties also attest and warrant that they are duly authorized to execute this
document in its entirety,
This document and the related activity therein are governed and construed in
accordance with the laws of the State of Florida. The agreement cannot be
modified unless signed by both parties. In the event any term, provision,
covenant or condition of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of the provisions
remain in full force and effect, as written.
ACCEPTED AND AGREED effective on the date first written above.
SATX, INC. PARADIGM MANUFACTURING, INC.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
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Xxxxxxx Xxxxxx Xxxxx Xxxxx
Its: CEO & President Its:
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