EXHIBIT 10.8
AGREEMENT TO PURCHASE CORPORATION
By and between Net/Tech International, Inc., (hereafter NTTI) and Xxxxx Xxxxx.
WHEREAS Xxxxx Xxxxx owns 100% of the outstanding stock in Pressure Point
Technologies, Inc., (hereafter PPT).
WHEREAS NTTI is a duly formed Delaware Corporation,
WHEREAS PPT is a duly formed Michigan Corporation,
WHEREAS NTTI is desirous of purchasing 100% of PPT Corp. and it's Batteryless
Remote Control Technology, (hereafter BRCT),
WHEREAS PPT has developed the technology for a Batteryless Remote Control Device
which uses include, but are not limited to: televisions, VCRs, garage door
openers and car door openers,
WHEREAS PPT has applied to the US Patent Office and has a pending patent for the
Batteryless Remote Control Technology,
For mutual consideration between the parties which is hereby acknowledged, it is
agreed:
1) NTTI agrees to purchase and Xxxxx Xxxxx agrees to sell 100% (One
Hundred) of PPT outstanding stock, and all rights and interest in PPT,
including, but not limited to, all rights and interest to PPT's pending patent
for batteryless remote control technology (BRCT);
2) In consideration thereof, NTTI agrees to promptly pay Xxxxx Xxxxx
the following in a stock for stock exchange:
a. 25,000 (twenty-five thousand) shares of NTTI authorized, but
unissued common stock.
3) In addition, Xxxxx Xxxxx agrees to serve on the NTTI technical
advisory board for the following consideration to assist in analyzing and
evaluating potential technological acquisitions.
In consideration of his service on NTTI's Technical Advisory Board, NTTI agrees
to pay Xx. Xxxxx an amount equal to 3% (three) of NTTI's cost to manufacture the
BRCT products. Said royalty shall be paid to Xx. Xxxxx as product revenue is
received by NTTI for the sale of BRCT products. Royalties to Xx. Xxxxx will
decrease with volume sales of BRCT products under the following schedule:
3% (Three) of cost of first 100,000 (One Hundred thousand) Units
2% (Two) of cost of units 100,000 (One Hundred Thousand) through
unit 1,000,000 (One Million)
1% (One) of cost of 1,000,000 (One Million) Units and above.
a) The royalties contemplated under this agreement will be
deemed earned upon appointment of Xx. Xxxxx to the Technical
Advisory Board and will not be changed by any later action
affecting Xx. Xxxxx'x position of the Board. As additional
consideration for his service on NTTI's advisory board, NTTI
agrees to grant Xx. Xxxxx 2,500 (Twenty-five Hundred) stock
options at an exercise price of $2.00 (Two Dollars). Once
exercised, said stock shall be held pursuant to Securities
and Exchange Commission's (SEC) Rule 144 holding period.
4) NTTI hereby agrees that for a period of 10 (ten) years from date of
this agreement, if NTTI sells the BRCT, which purchase is detailed
in this agreement, NTTI shall pay Xxxxx Xxxxx 10% (ten) of any
profit NTTI shall realize as a result of that sale. Profit shall be
determined as follows:
a. The difference between sale price (sale price to include any
consideration received by NTTI for BRCT including royalties and
other fees) of the technology from NTTI to an unrelated 3rd
(third) party and the value of NTTI stock at the date of
transfer to Xxxxx Xxxxx.
It is further agreed and understood that any improvements, enhancements, or
modifications made by NTTI will become part of the existing BRCT Technology and
have no effect on payment due PPT or Xx. Xxxxx under this agreement.
5) This constitutes the entire agreement between the parties and
cannot be changed unless it is done in writing and is mutually
acceptable.
6) This agreement is subject to approval by NTTI Board of Directors.
Agreed to: Oct.29, 1996
/s/ XXXXX XXXXX /s/ XXXXX X. XXXXX
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Xxxxx Xxxxx, President Xxxxx X. Xxxxx, President
Pressure Point Technologies Net/Tech International, Inc.
