EXHIBIT 4.14
[EN POINTE TECHNOLOGIES LETTERHEAD]
Writer's Direct Dial: (000) 000-0000
Writer's Direct Fax: (000) 000-0000
September 15, 1997
Xx. Xxxxxx X. XxXxxxx, CEO
XXXXXXXX.XXX
0000 Xxxx Xxxxx Xxx.
Garden Level
Corona del Mar, California 92625
Re: XXXXXXXX.XXX
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Dear Xx. XxXxxxx:
This letter when executed in duplicate expresses the agreement of
Xxxxxxxx.Xxx ("Shopping") and En Pointe Technologies, Inc. ("En Pointe") in
concluding a series of transactions, as follows:
1. En Pointe will make an investment in Shopping in the form of a loan.
The loan is a loan of six hundred thousand dollars ($600,000.00) due the earlier
of nine (9) months from the date of issuance or on the closing of the initial
public offering, and bearing interest at the rate of 10% per annum,
subordinated, linked to five (5) year warrants for the purchase of 399,600
shares of common stock at an exercise price of two dollars and twenty-five cents
($2.25) per share. The other terms of the loan and the warrants will be the same
as those for all other loan investors in Shopping.
2. En Pointe will grant Shopping a license to En Pointe's proprietary EPIC
software in the form in which the EPIC software exists as of the October 1, 1997
production date. This license will be an unlimited user, worldwide license for a
term of five (5) years. In exchange for this five (5) year license, Shopping
will pay En Pointe two hundred and fifty
Xx. Xxxxxx X. XxXxxxx, CEO
XXXXXXXX.XXX
September 15, 1997
Page 2
thousand (250,000) shares valued at three dollars ($3.00) per share; half of
these shares would be subject to a twelve (12) month standstill, the other half
of the shares would be subject to a twenty-four (24) month standstill.
Additionally, at the end of the initial five (5) year license term, Shopping
will have a option to a renewed license for an additional five (5) year period
at fair market value for such license. In the event that the parties were not
able to agree on fair market value at the time of exercise of option, the fair
market value would be determined by binding arbitration to be completed within
thirty (30) days of either party's request for same. During the term of the
license, Shopping will pay En Pointe an annual maintenance and upgrades fee of
one hundred thousand dollars ($100,000.00). The initial annual fee is to be
paid concurrent with the funding of the initial loan by En Pointe, in the
form of certified funds.
Xx. Xxxxxx X. XxXxxxx, CEO
XXXXXXXX.XXX
September 15, 1997
Page 3
[*]
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[*] Confidential Treatment Requested.
Xx. Xxxxxx X. XxXxxxx, CEO
XXXXXXXX.XXX
September 15, 1997
Page 4
11. This agreement is subject to approval by En Pointe's Board of
Directors.
If you agree with the foregoing, please sign where indicated on each copy
of this letter and return one copy to us. Thank you. If you have any questions,
please contact me at (000) 000-0000 to discuss the matter further.
Sincerely,
/s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
General Counsel
JJS/kmd
AGREED AGREED
XXXXXXXX.XXX EN POINTE TECHNOLOGIES, INC.
BY /s/ XXXXXX X. XXXXXXX BY /s/ XXX XXX
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9/15/97 9/15/97
