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EXHIBIT 10.14
August 19, 1998
Xx. Xxxxx X. Xxxxx
President
Concept Ventures, Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Xxxxx:
As you know, Interactive Knowledge, Inc. (the "Company") is expected to
enter into a Stock Purchase Agreement ("Agreement") with the Anschutz Family
Investment Company ("Anschutz"), among others. Under the terms of the Agreement,
Anschutz agrees to purchase 1,500,000 shares of Series A Preferred Stock of the
Company at a purchase price of $1 per share ("First Closing") and receives an
option to purchase an additional $1,000,000 worth of shares (the "Option") on or
prior to December 1, 1998 ("Second Closing").
If the anticipated stock purchases occur, Concept Ventures, Inc. is
entitled to cash and warrants to purchase common stock or common stock
equivalents of InfoMaster under the terms of that certain Letter Agreement by
and between InfoMaster, Inc. and Concept Ventures, dated as of February 19,
1998. Rather than receiving warrants to purchase common stock of InfoMaster, you
will receive warrants to purchase common stock of the Company.
Based on the terms of the Agreement, Concept Ventures, Inc., will be
entitled to the following cash and warrants to purchase common stock of the
Company, if the anticipated stock purchases occur. Concept Ventures will only be
entitled to the cash and warrants set forth below as to each closing that
actually occurs.
1. First Closing
Cash: $ 10,005 (.667% of $1,500,000)
Warrants: 19,995 (1.333% of $1,500,000 at $1.00 per share)
Exercise Price per Share: $ 1.20 (120% of stock price at $1.00 per share)
2. Second Closing
Cash: $ 6,670 (.667% of $1,000,000)
Warrants: 13,330 (1.333% of $1,000,000 at $1.00 per share)
Exercise Price per Share: $ 1.20 (120% of stock price at $1.00 per share)
The cash payable after each closing will be paid within three days
after each closing occurs. The warrants will have an exercise period of five
years from the issue date, and will be issued subsequent to the second closing
or upon expiration of the Option, whichever first occurs.
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Xx. Xxxxx X. Xxxxx
August 19, 1998
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If you agree and accept our calculations and the terms of payment set
forth herein, please indicate your agreement and acceptance by signing below and
returning a copy to me.
Sincerely,
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
President
Accepted and agreed to on this 19th day of August, 1998.
Concept Ventures, Inc.
/s/ XXXXX X. XXXXX
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By: Xxxxx X. Xxxxx, President
