Exhibit 10.10
AGREEMENT
This Agreement is made as of this 3rd day of May, 1999 by and between
Intelli-Check, Inc. ("ICI", formerly referred to as "ICC"), a New York
Corporation, having offices at 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxx
00000 and Xxxxx X. Xxxxxxx, individually, and d/b/a/ K.M. Software Development
("Xxxxxxx") and supersedes all prior agreements between the parties,
specifically including the License Agreement Amendment as of June 17, 1996 (the
"Amendment") by and between Intelli-Check, Inc., Xxxx X. Xxxxx, individually and
Xxxxx X. Xxxxxxx individually d/b/a/ K.M. Software Development.
RECITALS
Whereas Xxxxxxx has licensed certain intellectual property ("Property") to
ICI as a result of the Amendment dated June 17, 1996 between ICI and Xxxxxxx
(Attached hereto as Exhibit "A").
Whereas ICI has paid Xxxxxxx the "Expense Amount" referenced in the
Amendment for documented out-of-pocket expenses as well as accrued interest
relating thereto in order to secure ICI's rights in and to the Property.
Whereas the parties wish to formally acknowledge satisfaction of all debts
owned to Xxxxxxx in relation to the Amendment.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth, ICI and Xxxxxxx, intending to be legally bound, hereby
covenant and agree as follows:
1. In satisfaction of all debts owed to Xxxxxxx, ICI issued payment of
$139,875.93 on May 3, 1999. This payment consisted of $98,151.00 for repayment
of the principal of a loan made by Xx. Xxxxxxx to ICI (the Expense Amount). The
remaining $41,724.93 represents interest accrued on the principal. Payment was
issued in the form of 69,937
1
units valued at $2.00 consisting of one-share of common stock and one-warrant to
purchase an additional one-share of common stock at $3.00 expiring on May 3,
2001. Xx. Xxxxxxx acknowledges receipt of the 69,937 units and a check in the
amount of $1.93 representing the difference between the unit value and amount
owed, therefore satisfying all debt to Xx. Xxxxxxx relating to License Agreement
Amendment dated June 17, 1996.
2. In continuation of the terms of the License Agreement dated June 17, 1996
(the Amendment), the company will pay to Xx. Xxxxxxx a royalty payment of .005%
on gross sales from $2,000,000 to $52,000,000 and royalty payment of .0025% on
gross sales over $52,000,000 excluding supply items (the "Royalty Amount").
3. This Agreement shall be binding upon the parties hereto, and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
written above, to be effective as of that date.
Intelli-Check, Inc. Xxxxx Xxxxxxx individually and
d/b/a/ K.M. Software Development
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxxx
----------------------------- -------------------------------------
By: Xxxxx Xxxxxxxxxx By: Xxxxx Xxxxxxx
Title: CEO individually and Former President
K.M. Software Development
