AMENDMENT AGREEMENT
This amendment agreement (the "Agreement") entered into this 15th day
of March, 2006 between Sat-Net Communications, L.L.C. ("Sat-Net"), a Texas
limited liability company having its principal place of business located at 0000
Xxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxx, 00000 and SiriCOMM, Inc. ("SiriCOMM"), a
Delaware corporation having its principal place of business located at 0000
Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx, 00000.
WHEREAS, SiriCOMM is in the process of redeveloping a broadband
wireless network infrastructure (the "Network") for the commercial
transportation industry market that, when finished, will allow users to connect
to the SiriCOMM network through wireless transmission and receiving equipment
installed in strategic locations that will include, but not be limited to, truck
stops and weigh stations;
WHEREAS, in connection with developing the Network, SiriCOMM entered
into a Network Installation Agreement with Sat-Net dated February 7, 2005 (the
"Original Agreement") which provided for among other things, that Sat-Net was to
provide and install its VSAT/802.11 terminals (the "Terminals") at SiriCOMM's
designated locations;
WHEREAS, SiriCOMM has experienced technical difficulties (of which
Sat-Net does not admit or deny) with the Terminals which have caused SiriCOMM to
expend additional costs to have the Terminals meet their intended needs and
specifications:
WHEREAS, SiriCOMM and Sat-Net wish to amend the Original Agreement as a
result of the foregoing.
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Sat-Net Provision of Servers. Sat-Net will cause to be delivered
Ninety (90) Remote servers to complete the original contract. Such
Remote Servers shall meet or exceed the specifications of the
servers previously delivered.
Whereas SiriCOMM has previously received remote servers and access
points which no longer function and are out of warranty, Sat-Net
agrees to reimburse SiriCOMM, Inc. in the amount of $50,000.
SiriCOMM agrees to forestall such reimbursement and will
ultimately forgive such payment should Sat-Net cause Idling
Solutions to purchase more than 20,000 Pulse Units within eighteen
(18) months from the successful 900 mhz operation of the SiriCOMM
Network.
The original purchase order has been reduced by 140 access points
and SiriCOMM is to be credited $92,000 of which is specified in
the Agreement by and between SiriCOMM and DirecTruck dated on or
about the same time as this agreement. (A copy of which is
attached to this agreement.)
2. Sat-Net Provision of SiriCOMM Common Stock. As part of a master
settlement, Sat-Net will assign 200,000 shares of SiriCOMM's
Common Stock, which was issued to Sat-Net as part of the Original
Agreement, to IRG for the benefit of SiriCOMM within three days of
execution of this Agreement, assuming SiriCOMM is in compliance
with all of its responsibilities as set forth in the Original
Agreement.
3. Deliveries to Cadco. Sat-Net shall deliver to Cadco Systems or pay
directly to Cadco the cost of the servers to ensure the delivery
of the 90 Remote Servers to SiriCOMM and get a release from Cadco.
4. Effect of Original Agreement. Except as supplemented and amended
by this Agreement and such conforming changes as necessary to
reflect the modification herein, all of the provisions of the
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Original Agreement shall remain in full force and effect from and
after the effective date of this Agreement.
All parties agree to commit to timely completion of account
reconciliation among the parties (SiriCOMM, Cadco, Sat-Net, and
ViaSat). Sat-Net will have new purchase order for balance of
network equipment due to be executed between Cadco and SiriCOMM.
5. Mutual Release. Sat-Net and SiriCOMM herein releases the other
party, and his successors and assigns, from all liability for
claims and/or demands which may exist except to what is agreed to
herein.
This Agreement has been duly authorized and approved by both
companies and does not violate the certificate of incorporation or
bylaws of either company.
IN WITNESS WHEREOF, the parties have executed this Agreement through
their duly authorized representatives as of the date first written above.
SAT-NET COMMUNICATIONS, L.L.C. SIRICOMM, INC.
/s/ Xxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxx
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By: Xxxx X. Xxxxxx By:
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Its: CEO Its:
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