1
EXHIBIT 2(iii)
WIRING SERVICES AGREEMENT
THIS AGREEMENT IS ENTERED INTO THIS ___ DAY OF SEPTEMBER, 2000, BY AND
BETWEEN ADVANCED CUSTOM SYSTEMS, INC. ("ACS") AND INTELLIREADY OF COLORADO, INC.
("INTELLIREADY")
RECITALS
WHEREAS, ACS IS IN THE HOME AUTOMATION BUSINESS AND HAS SIGNIFICANT
CONTRACTS WITH CUSTOMERS TO PROVIDE HOME AUTOMATION SERVICES;
WHEREAS, ACS IS EXPERIENCING SEVERE CASH FLOW PROBLEMS AND IS CONCERNED
THAT IT WILL NOT BE ABLE TO PERFORM ITS CONTRACTUAL OBLIGATIONS;
WHEREAS, INTELLIREADY IS IN THE HOME AUTOMATION BUSINESS AND IS IN THE
POSITION TO ASSIST ACS WITH SATISFYING ITS CONTRACTUAL OBLIGATIONS; AND
WHEREAS, THE PARTIES DESIRE TO ENTER INTO THIS AGREEMENT IN AN EFFORT
TO PROVIDE SATISFACTORY SERVICES TO ACS' CUSTOMERS AND TO PROVIDE IMMEDIATE
SHORT TERM ASSISTANCE TO ACS WITH ITS CASH FLOW PROBLEMS.
AGREEMENT
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS
CONTAINED HEREIN THE PARTIES AGREE AS FOLLOWS:
1. ACS SHALL, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, ASSIGN
ALL OF ITS RIGHTS AND OBLIGATIONS UNDER THE CONTRACTS
IDENTIFIED ON SCHEDULE A TO INTELLIREADY. INTELLIREADY SHALL
SERVICE ALL OF THOSE CONTRACTS AND SHALL XXXX THE CUSTOMERS
FOR THOSE SERVICES UNDER ITS NAME.
2. ACS' EMPLOYEES IDENTIFIED ON SCHEDULE B SHALL WORK FOR
INTELLIREADY THROUGHOUT THE TERM OF THIS AGREEMENT. THESE
EMPLOYEES SHALL BE CONSIDERED INDEPENDENT CONTRACTORS OF
INTELLIREADY. INTELLIREADY SHALL PAY ACS THE COST OF ITS
PAYROLL, INCLUDING ANY STATE OR FEDERAL EMPLOYMENT TAXES. ALL
PAYMENTS TO ACS FOR PAYROLL SHALL BE NET OF ANY EMPLOYMENT
TAXES AND INTELLIREADY SHALL DIRECTLY PAY THE APPROPRIATE
TAXING AUTHORITY FOR THE EMPLOYMENT TAXES.
3. INTELLIREADY SHALL PAY ALL OF THE OPERATING EXPENSES
IDENTIFIED ON SCHEDULE C THROUGHOUT THE TERM OF THIS
AGREEMENT.
4. INTELLIREADY SHALL PAY ACS 50% OF THE NET PROFIT EARNED ON THE
CONTRACTS IDENTIFIED ON SCHEDULE A. FOR PURPOSES OF THIS
AGREEMENT NET PROFIT SHALL MEAN THE PROFIT EARNED ON THE
CONTRACT AFTER DEDUCTING ALL EXPENSES OF ACS AND A REASONABLE
ALLOCATION OF INTELLIREADY'S
2
OVERHEAD AS DETERMINED BY INTELLIREADY. IN THE EVENT THAT ACS
OBJECTS TO THE OVERHEAD CHARGES ALLOCATED BY INTELLIREADY, ACS
MAY AT ITS EXPENSE HIRE AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT TO REVIEW THE OVERHEAD ALLOCATION. IF THE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT AND INTELLIREADY CAN
NOT AGREE ON THE OVERHEAD ALLOCATION, INTELLIREADY SHALL HIRE
AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT AND THE OVERHEAD
ALLOCATION SHALL BE DETERMINED BY BOTH INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS.
5. ACS SHALL ASSIGN TO INTELLIREADY ANY AND ALL CONTRACTS THAT IT
ACQUIRES DURING THE TERM OF THIS AGREEMENT.
6. INTELLIREADY SHALL PAY ACS 20% OF THE NET PROFIT EARNED ON THE
CONTRACTS ASSIGNED PURSUANT TO PARAGRAPH 5.
7. INTELLIREADY SHALL HAVE THE RIGHT TO CANCEL ITS OBLIGATION ON
ANY PARTICULAR CONTRACT IF IT DETERMINES THAT THE CONTRACT
WILL RESULT IN A LOSS. CANCELLATION SHALL OCCUR BY
INTELLIREADY NOTIFYING ACS IN WRITING THAT IT BELIEVES THE
CONTRACT WILL RESULT IN A LOSS AND THAT INTELLIREADY IS
CANCELING ITS OBLIGATION TO PERFORM ON THAT CONTRACT. IN THE
EVENT THAT INTELLIREADY ELECTS TO CANCEL ITS OBLIGATION ON ANY
CONTRACT THE REVENUE AND COSTS ASSOCIATED WITH THAT CONTRACT
SHALL BE ALLOCATED BETWEEN INTELLIREADY AND ACS ON A
PERCENTAGE OF COMPLETION BASIS. FURTHERMORE, ACS SHALL BE
RESPONSIBLE FOR THE PAYROLL COSTS, INCLUDING ANY STATE OR
FEDERAL EMPLOYMENT TAXES, OF ITS EMPLOYEES INCURRED AFTER THE
CANCELLATION TO THE EXTENT OF ANY SERVICES RENDERED ON BEHALF
OF THE CANCELLED CONTRACT.
8. INTELLIREADY SHALL REIMBURSE ACS FOR ITS REASONABLE AND
NECESSARY EXPENSES ON A MONTHLY BASIS. FOR PURPOSES OF THIS
AGREEMENT REASONABLE AND NECESSARY EXPENSES SHALL INCLUDE UP
TO $100 OR ITEMIZED EXPENSES AND ANY ADDITIONAL EXPENSES WHICH
ARE PRE-APPROVED BY INTELLIREADY.
9. THIS AGREEMENT SHALL TERMINATE ON JANUARY 31, 2000, PROVIDED
THAT INTELLIREADY SHALL PERFORM ON ALL CONTRACTS THAT HAVE
BEEN ASSIGNED TO IT PRIOR TO THE TERMINATION DATE.
10. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. THERE ARE NO PRIOR OR CONTEMPORANEOUS AGREEMENTS
BETWEEN THE PARTIES.
11. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH AND GOVERNED AND ENFORCED IN ALL RESPECTS BY,
THE LAWS OF THE STATE OF COLORADO. DISPUTES MAY BE HEARD.
3
12. INTELLIREADY SHALL IN NO WAY BE OBLIGATED TO PAY ANY DEBTS OR
SATISFY ANY OBLIGATIONS OF ACS, ITS AFFILIATES, OFFICERS,
DIRECTORS OR ANY OTHER PARTY, EXCEPT FOR DEBTS AND OBLIGATIONS
SPECIFICALLY IDENTIFIED ON SCHEDULE C.
13. THIS AGREEMENT IS ENTERED INTO SOLELY BETWEEN INTELLIREADY AND
ACS, THE PARTIES DO NOT INTEND TO BENEFIT ANY THIRD PARTIES
AND NO THIRD PARTIES SHALL HAVE STANDING TO ENFORCE ANY
PROVISION OF THIS AGREEMENT.
14. ACS, INTELLIREADY AND THEIR RESPECTIVE SIGNATORIES EACH HAVE
THE CORPORATE AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE
AGREEMENT IS A VALID AND ENFORCEABLE AGREEMENT OF THE PARTIES.
15. INTELLIREADY SHALL BE RESPONSIBLE TO PERFORM ALL WARRANTY AND
CORRECTIVE WORK RELATING TO ANY CONTRACT WHICH IS ASSIGNED TO
INTELLIREADY AND ENTIRELY PERFORMED BY INTELLIREADY.
INTELLIREADY SHALL HAVE NO OBLIGATION TO PROVIDE WARRANTY OR
CORRECTIVE WORK FOR ANY CONTRACT WHICH IS ASSIGNED TO
INTELLIREADY IN PROGRESS OR WHICH IS CANCELLED BY
INTELLIREADY.
THIS AGREEMENT IS ENTERED INTO AS OF THE ABOVE DATE.
ADVANCED CUSTOM SYSTEMS, INC.
BY:
------------------------------
XXX XXXXXXXXX, CEO
INTELLIREADY, INC.
BY:
------------------------------
XXXXX X. XXXXXXXX, CEO
4
SCHEDULE A
TO
WIRING SERVICES AGREEMENT
ATTACHED IS A LIST OF ALL CONTRACTS THAT WILL BE ASSIGNED TO INTELLIREADY. ACS
SHALL BE ENTITLE TO ALL PAYMENTS IDENTIFIED AS CURRENT OR NEXT DUE.
5
SCHEDULE B
TO
WIRING SERVICES AGREEMENT
ATTACHED ARE THE NAMES AND EMPLOYMENT INFORMATION FOR EACH OF ACS' EMPLOYEES.
6
SCHEDULE C
TO
WIRING SERVICES AGREEMENT
IntelliReady shall make the minimum required monthly payment on each of the
following bills
AT&T Universal MasterCard
MBNA Gold MasterCard
First Card VISA
Capital One VISA
IntelliReady shall pay the monthly charges on Texaco Gas card, provided that all
of the gas charged is used for business purposes.
IntelliReady shall pay the entire cost of ACS' payroll as identified on Schedule
B, including $6,000 per month to Xxx XxXxxxxxx
IntelliReady shall make the required monthly payments on the following debts:
Union Bank & Trust (Current)
AMEX Unsecured Credit Line
GMAC Truck Loan
NMAC Truck Loan
IntelliReady Shall pay the cost of each of the following expense:
COGS-Equipment
COGS-Wire/Cable/Connectors
COGS-Misc. Material
Equipment Repair
Incoming Freight
Outgoing Freight
Employee Travel/Lodging
Employee Meals
Health Insurance
Payroll Taxes
Equipment Rental/Lease
Insurance
Interest and Finance Charges
Janitorial Services
Postage and Delivery
Basic Telephone Service
Cellular Telephone Service
7
Other Telephone Service
Utilities
Company Vehicle Fuel
Company Vehicle Standard Maintenance
Auto Allow/Mileage Reimbursement
Sales Commission/Finders Fee
IntelliReady shall discuss each of the following expenses with ACS and upon
pre-approval will pay the following expenses:
Travel and Lodging Outside the Ordinary Course of Business
Meals and Entertainment
Small Equipment and Tools
Operating Supplies
Office Supplies
Licenses and Permits
Legal and Accounting
