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EXHIBIT 10.14
AGREEMENT
This Agreement is dated and effective as of June 30, 2000.
Commodore Sales Corp. of Nassau, Bahamas ("Commodore") and NetStaff, Inc. of
California, USA ("NetStaff"), entered into a license agreement dated September
21, 1999 (the "License Agreement"). Pursuant to Section 2.2 of the License
Agreement, a third installment of license fees of $500,000 was to be paid to
NetStaff by Commodore, subject to final expenses to be deducted and agreed upon
by both parties.
In May 2000, a payment of $350,000 out of the 5000,000 due and owing was made to
NetStaff by Commodore, leaving a balance of $150,000.
Commodore has determined and NetStaff has agreed that the final expenses to be
deducted with respect to the License Agreement is 34,207.91 as follows:
Third party bank escrow fees $5,000.00
Bank wiring charges $ 340.00
Escrow and administration fees $28,867.91
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Total Expenses: $34,207.91
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Thus, after deduction of agreed upon expenses, a balance of $185,792.09 is due
payable to NetStaff under the License Agreement.
Due to the performance of the NetStaff MLS domestically in United States as of
the date of this Agreement, and based on the revenue model presented by NetStaff
to Commodore for its MLS as part of the inducement for Commodore to enter into
the license agreement originally and pay license fees stated therein to
NetStaff, the parties have agreed that $90,000 of the remaining balance shall be
represented by a promissory note for Commodore to NetStaff, substantially in the
form attached hereto (the "Promissory Note"), payment of which is conditioned
upon NetStaff achieving gross revenue of a minimum of $1 million derived solely
and directly from NetStaff MLS by September 30, 2000, separate and apart from
any license fees received from Commodore. In the event that NetStaff fails to
met such condition, the Promissory Note shall automatically be declared null and
void, canceled and of no further effect, with no requirement of notice to be
given by either party. The P & L statements of NetStaff, Inc. shall be
conclusive evidence of NetStaff's gross revenues as of September 30, 2000.
Upon execution of this agreement, Commodore shall cause the remaining balance of
$25,792.09 to be paid to NetStaff.
NETSTAFF, INC. COMMODORE SALES CORP.
Per: Per:
/s/ XXXXXXX XXXXX /s/ XXXXX XXXXXXX
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Xxxxxxx Xxxxx Xxxxx Xxxxxxx
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PROMISSORY NOTE
Principal Amount: USD $90,000 Nassau, Bahamas
June 30, 2000
FOR VALUE RECEIVED, the undersigned, COMMODORE SALES CORP, ("Commodore")
promises to pay to the order of NETSTAFF, INC. ("NetStaff") at the City of San
Francisco, California, on September 30, 2001 the sum of Ninety Thousand Dollars
($90,000) with no accrued interest, expenses or deductions. Subject specifically
to the Performance Agreement between NetStaff and Commodore, dated June 30,
2000, a copy of which is attached hereto.
Payment of the above sum is conditioned upon NetStaff achieving gross revenue of
a minimum of $1 million solely and directly from NetStaff MLS by September 30,
2000, separate and apart form any license fees received from Commodore. In the
event that NetStaff fails to meet such condition, this Promissory Note shall
automatically be declared null and void, canceled and of no further effect, with
no requirement of notice to be given by either party. The P & L statements of
NetStaff, Inc. shall be conclusive evidence of NetStaff's gross revenues as of
September 30, 2000.
Presentment for payment, demand, protest and notice of dishonour and protest
hereof are hereby waived.
COMMODORE SALES CORP.
Per:
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Xxxxx Xxxxxxx
Authorized Signatory
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