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Exhibit 10.15
[INTELLESALE LETTERHEAD]
December , 1999
Xxxxxxx Xxxxxxxx
0000 Xxxxxx Xxxxx
Xx. Xxxx, XX 00000
Dear Xxxx:
This letter is to confirm our agreement as follows:
1. On or before September 10, 1999, you shall transfer all
of your shares of capital stock in Norcom Resources
Incorporated (free and clear of all claims, liens or
encumbrances) to Xxxxxxxxxxx.xxx, Inc. ("Intellesale") by
sending the following:
(a) the certificate or certificates representing the
shares of capital stock of Norcom Resources
Incorporated owned by you, and
(b) a stock power (one is included with this letter).
2. In exchange for your shares and in full satisfaction of
all future obligations to you under the Agreement of Sale,
dated March 27, 1997, as amended (the "Agreement"),
Intellesale will, within 30 days of the closing of an initial
public offering of common stock of Intellesale (an "IPO"), do
the following:
(a) pay you, by check or wire
transfer, the amount of $360,000, and
(b) issue to you shares of common
stock of Intellesale having an aggregate value of
$360,000 (such value being based on the per share
offering price of common stock in the IPO).
3. You must notify Intellesale your wire transfer
information in case Intellesale chooses to pay this amount by
wire transfer. If paid in Common Stock of Intellesale, such
shares of Common Stock shall be valued at the offering price
to the public in the IPO.
4. If an IPO has not occurred by February 25, 2002, then
you may require Intellesale, by delivery of written notice, to
pay you $720,000 in cash. Each such payment shall be made
within 30 days of receipt of such
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notice and all obligations to you hereunder or under the
Agreement will terminate.
5. After giving effect to the transfer in Paragraph 1, you
represent and warrant that you will not own any equity
security in Norcom Resources Incorporated.
6. This letter shall not modify any obligation of Applied
Digital Solutions to grant to you a stock option to acquire
40,000 shares of common stock of Applied Digital Solutions at
an exercise price of $4.00 on the terms and conditions set
forth in your employment agreement entered into
contemporaneously with the Agreement.
The share certificates and stock power referred to in Paragraph 1
should be sent BY OVERNIGHT MAIL to:
Xx Xxxxxxxx
Xxxxxxxxxxx.xxx
0000 Xxx. 000 Xxxxx
Xxxxxxxxxx, XX 00000
Very truly yours,
XXXXXXXXXXX.XXX, INC.
By:____________________________
Name:
Title:
Agreed to and accepted:
By:_________________________
Xxxxxxx Xxxxxxxx
