EXHIBIT 10(d)
CLOSING AGREEMENT
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This Closing Acquisition Agreement (the "AGREEMENT") is made and entered into
this 23rd day of July, 2002, by and between QUIK PIX, INC., a Nevada Corporation
("QPI"), IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation ("ITEC"), and
XXXX XXXXXXXXX, an adult individual ("XX. XXXXXXXXX") (each referred to herein
as a "Party" and together referred to as the "Parties"), and is based upon the
following Recitals:
R E C I T A L S
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C. On June 12, 2002 the Parties entered into a Share Acquisition Agreement
(the "ACQUISITION AGREEMENT").
D. As of the date of this Agreement, the transaction contemplated in the
Acquisition Agreement has not closed.
D. The Parties have decided to close the transaction contemplated in the
Acquisition Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants recited, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, agree as
follows:
A G R E E M E N T
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1. CONSIDERATION FOR CLOSING. In addition to the consideration provided in
the Acquisition Agreement, ITEC hereby grants to QPI a license to
ITEC's ColorBlind software on the terms and conditions of the License
Agreement attached hereto and incorporated herein as Exhibit A.
2. DISTRIBUTION AGREEMENT. The distribution agreement referred to in
Paragraph 4. Of the Acquisition Agreement is attached hereto and
incorporated herein as Exhibit B. The Parties hereby waive any claim of
breach based on the failure to attach the distribution agreement to the
Acquisition Agreement.
3. QPI DEBENTURES. The affirmation of the releases referred to in
Paragraph 5 of the Acquisition Agreement, signed by the Debenture
Holders (as defined in the Acquisition Agreement), evidencing the
release of the Debentures (as defined in the Acquisition Agreement)
will be provide to ITEC at the Closing. The Parties hereby waive any
claim of breach based on the failure to attach the written affirmations
to the Acquisition Agreement.
4. ATTORNEYS FEES AND COSTS. The Parties agree that each will bear their
own costs and attorneys' fees incurred in connection with the
preparation, execution and delivery of this Agreement, and the
performance of their respective obligations contained herein, except as
otherwise expressly stated in this Agreement.
5. WAIVER OF CERTAIN REPRESENTATIONS AND WARRANTIES. The Parties hereby
waive certain representations and warranties contained in the
Acquisition Agreement, as follows:
5.1 That QPI has filed all reports and other documents required to be
filed by the SEC, the NASD and any state securities administration, as stated in
Paragraph 11.6 of the Acquisition Agreement.
6. WAIVER OF CERTAIN CONDITIONS TO CLOSING. The Parties hereby waive
certain conditions to the Closing as follows:
6.1 That the transactions contemplated by the Acquisition
Agreement be closed no later than thirty (30) days from the
date of the last signature on the Acquisition Agreement, as
stated in Paragraph 13.of the Acquisition Agreement.
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6.2 That all of the trade debt of QPI and unpaid payroll other
than due to Mr. Capezutto will be reduced to an amount not to
exceed Two hundred thousand dollars ($200,000.00) and all
other debt, including notes payable, debentures and unpaid
payroll due to Mr. Capezutto, with the exception of the tax
liabilities discussed below, will be eliminated through
conversion to equity or otherwise, as stated in Paragraph 13.4
of the Acquisition Agreement. However, the Parties agree that
the trade debt of QPI will be so reduced as soon as possible
after the Closing with existing resources of QPI, including a
number of shares of QPI common stock which will not cause the
total issued and outstanding QPI common stock to be no more
that Thirty million (30,000,000) shares.
6.3 That the Federal and State of California income tax
liabilities of QPI, as a company and for the benefit of its
past and current employees, currently in the amount of
approximately Six hundred thousand dollars ($600,000.00), will
be settled on terms that will include a payment plan of all
net income of QPI up Twenty-five thousand dollars ($25,000.00)
per month, as stated in Paragraph 13.5 of the Acquisition
Agreement. However, the Parties agree to use their best
efforts to reach such a settlement as soon as possible after
the Closing; and that ITEC will continue to assist QPI in
achieving such a settlement. Further, the Parties acknowledge
that discussions with the Internal Revenue Service regarding
the settlement of these liabilities began within fifteen (15)
days of the date of the last signature to the Acquisition
Agreement.
6.4 That QPI will have obtained the approval of the transactions
contemplated by this Agreement from its current shareholders,
as stated in Paragraph 13.8 of the Acquisition Agreement.
7. TERMINATION OF THE ACQUISITION AGREEMENT. Each Party hereby waives any
right it may have to terminate the Acquisition Agreement for any reason
as of the date of the signing of this Agreement.
8. SUCCESSORS. This Agreement is binding upon and shall inure to the
benefit of the Parties and each Party's respective successors, assigns,
heirs, spouses, agents and personal representatives, enforceable
against each of them in accordance with its terms.
9 ASSIGNMENT. This Agreement may not be assigned in whole or in part, by
either Party, whether by operation of law or by contract, without the
prior, written consent of the other Party, which consent may be given
or withheld in the sole and exclusive discretion of such other Party.
10. ENTIRE AGREEMENT. This Agreement contains the sole and entire agreement
and understanding of the Parties with respect to the entire subject
matter, and any and all prior discussions, negotiations, commitments
and understandings related hereto are merged herein. No
representations, oral or otherwise, express or implied other than those
contained in this Agreement have been made by any Party. No other
agreements not specifically referred to herein, oral or otherwise,
shall be deemed to exist or to bind any of the Parties to this
Agreement.
11. PROVISIONS SEVERABLE. The Parties expressly agree and contract that it
is not the intention of any of them to violate any public policy,
statutory or common laws, rules, regulations, treaties or decisions of
any government or agency thereof. If any section, sentence, clause,
word or combination thereof in this Agreement is judicially or
administratively interpreted or construed as being in violation of any
such provisions of any jurisdiction, such sections, sentences, words,
clauses or combinations thereof shall be inoperative in each such
jurisdiction and the remainder of this Agreement shall remain binding
upon the Parties in each such jurisdiction.
12. WAIVER, MODIFICATION AND AMENDMENT. All waivers hereunder must be made
in a signed writing, and failure by either Party at any time to require
the other Party's performance of any obligation under this Agreement
shall not affect the right subsequently to require performance of that
obligation. Any waiver of a breach or violation of any provision of
this Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provision or a waiver or modification of the
provision. This Agreement may be modified or amended only by a later
writing signed by all of the Parties.
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13. GOVERNING LAW; VENUE. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California
applicable to the performance and enforcement of contracts made within
such state, without giving effect to the law of conflicts of laws
applied thereby. In the event that any dispute shall occur between the
parties arising out of or resulting from the construction,
interpretation, enforcement or any other aspect of this Agreement, the
parties hereby agree to accept the exclusive jurisdiction of the Courts
of the State of California sitting in and for the County of San Diego.
In the event either Party shall be forced to bring any legal action to
protect or defend its rights under the Agreement, then the prevailing
Party in such proceeding shall be entitled to reimbursement from the
non-prevailing Party of all fees, costs and other expenses (including,
without limitation, the reasonable expenses of its attorneys) in
bringing or defending against such action.
14. TITLES AND CAPTIONS. Paragraph titles and captions contained in this
Agreement are inserted only as a matter of convenience and for
reference and in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision.
15. COUNTERPART SIGNATURE PAGES. This Agreement may be executed by the
Parties through counterpart signature pages (and not as part of one
document bearing all signatures consecutively), all of which, when
together, shall constitute satisfaction of the signature requirements.
Facsimile signature pages shall also be acceptable.
16. AUTHORITY. The undersigned individuals and/or entities execute this
Agreement on behalf of their respective parties, and represent and
warrant that said individual and/or entities are authorized to enter
into and execute this Agreement on behalf of such Parties, that the
appropriate corporate resolutions or other consents have been passed
and/or obtained (if necessary), and that this Agreement shall be
binding on the Party on whose benefit they are executing this
Agreement.
17. NOTICES. All notices, requests, demands and other communications to be
given hereunder shall be in writing and shall be deemed to have been
duly given on the date of personal service or transmission by fax if
such transmission is received during the normal business hours of the
addressee, or on the first business day after sending the same by
overnight courier service or by telegram, or on the third business day
after mailing the same by first class mail, or on the day of receipt if
sent by certified or registered mail, addressed as set forth below, or
at such other address as any Party may hereafter indicate by notice
delivered as set forth in this Section 24:
If to QPI:
Quick Pix, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxx Xxxxxxxxx, CEO
If to ITEC:
Imaging Technologies Corporation
00000 Xxxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Attn: Xxxxx Xxxxx, CEO and President
If to Xx. Xxxxxxxxx:
Xx. Xxxx Xxxxxxxxx
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
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IN WITNESS WHEREOF, the parties hereto have set forth their hand as of
the date and year first above written.
IMAGING TECHNOLOGIES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xx. Vice President, General Counsel
Dated: July 23, 2002
SOLVIS GROUP, INC.
By: /s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
CEO
Dated: July 23, 2002
XXXX XXXXXXXXX
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
Dated: July 23, 2002
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