Exhibit 10.21
TRI-PARTY AGREEMENT
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Dated this 9th day of February, 2001:
This Agreement is entered into among:
CYBERBANK CORP., a Korean corporation
18th Floor, Mirae Xxxx. 0000-0
Xxxxxx-xxxx, Xxxxxx-xx
Xxxxx, Xxxxx 137-855
(hereinafter "Cyberbank")
AND
PC-EPHONE, INC., a Nevada corporation
#515, 0000 Xxxxxxxx Xxxx.
Xxx Xxxxxxx, Xxxxxxxxxx
(hereinafter "PCE")
AND
FUTURECOM GLOBAL, INC., a Nevada corporation
00000 X. 00xx Xxx,
Xxxxxxxxxx, Xxxxxxx 00000
(hereinafter "FCG")
(collectively referred to as the "Parties")
WHEREAS Cyberbank and PCE are parties to a Distribution Agreement dated November
6, 2000 whereby Cyberbank granted to PCE, inter alia, the exclusive marketing
rights to the United States and Canada for the PC-EPhone convergence device also
referred to in the agreement as the Multipalm (hereinafter referred to as
"PC-EPhone"); and
WHEREAS PCE and FCG have entered into a Subdistribution Agreement dated November
15, 2000 whereby PCE granted to FCG the exclusive rights for the PC-EPhone to
the United States and Canadian markets; and
WHEREAS the Parties hereto wish to enter into this Agreement to confirm, clarify
and supplement certain matters pertaining to the aforementioned agreements.
NOW THEREFORE the Parties agree as follows:
1. FCG shall have a first priority in terms of production capacity and
deliverables supported by a purchase order of FCG issued by FCG.
2. FCG shall have a right of first refusal with respect to excess capacity.
The terms and conditions of purchase shall be in accordance with the
Subdistribution Agreement.
3. Cyberbank shall provide to PCE and FCG a schedule detailing the first 3
months production. [ * ] Partial shipments
shall be allowed.
* Confidential Treatment Requested
4. A purchase order supported by a Standby Letter of Credit shall be issued
at least 3 months prior to the shipment date.
5. Cyberbank shall, on a best efforts basis, provide assistance to FCG with
respect to obtaining carrier approval from Verizon which, without limiting
the generality of the foregoing, shall include providing loaner test units,
or financial assistance with respect to the supply of such test units.
6. Cyberbank shall within the next three (3) weeks upgrade the 1,000 units of
PC-EPhone by providing new software, [ * ]
7. [ * ]
8. [ * ]
[ * ]
9. In the event of a conflict between a provision in this Agreement and the
two agreements referred to in the recitals, this Agreement shall prevail.
10. The Parties hereto shall execute all other agreements and shall do all
things necessary to give effect to the intent of the Parties hereto.
/s/ Young-sun Cho
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Young-sun Cho, President and CEO, Cyberbank Corp.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President and CEO, FutureCom Global, Inc.
/s/ Xxxxxxx Xxx
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Xxxxxxx Xxx, President, PC-EPhone, Inc.
* Confidential Treatment Requested
