EXHIBIT 10.0
AGREEMENT
B E T W E E N:
CYBERPORT NIAGARA INC.
a private Ontario Corporation
(hereinafter called "Cyberport")
- and -
TELLURIAN, INC.
a public United States Corporation
(hereinafter called "Tellurian")
- and -
1174757 ONTARIO INC.
a private Ontario Corporation
(hereinafter called "Landlord")
WHEREAS the Landlord has leased to Cyberport pursuant to a written lease
agreement dated February 1, 1997, premises at 0000 Xxxxx Xxxxxx, Xxxxxxx Xxxxx,
Xxxxxxx, legally described as set out in Schedule A attached hereto, from which
premises Cyberport is operating a hightech tourist facility;
AND WHEREAS improvements in the amount of $1,865,599.00 were done to the said
premises by tradesmen in order to have the facilities useable by Cyberport;
AND WHEREAS these tradesmen have not been paid for the supply of their services
and materials to these premises and a number of them have registered Claims for
Lien against the title to said premises pursuant to the Construction Lien Act;
AND WHEREAS the tradesmen, Cyberport and 1174757 have agreed to settle all
claims and counterclaims in regards to the supply of services and materials to
the said premises;
NOW WITNESS THAT IN CONSIDERATION of the mutual covenants and agreements herein
and subject to the terms and conditions in this agreement, the parties hereto
covenant and agree as follows:
1. The tradesmen have agreed to assign to the Landlord, concurrently with
the closing of this settlement agreement, $1,000,000.00 worth of the
total amount of $1,865,599.00 presently owed to them for the supply of
services and materials to the Cyberport facility.
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2. The tradesmen have further agreed to provide the law firm of Xxxxxxxxx
and Associates a properly executed Release/Discharge of each of their
respective Claims for Lien, to be held by such law firm in trust
pending the completion of this settlement agreement.
3. The tradesmen have further agreed to provide to the law firm of
Xxxxxxxxx and Associates a properly executed Consent to Dismissal of
each of their respective Court Actions commenced regarding this matter,
to be held by such law firm in trust pending the completion of this
settlement agreement.
4. The Landlord hereby agrees to subscribe for 350,000 restricted common
stock in Tellurian and has agreed to assign to Tellurian the
$1,000,000.00 in debt assigned to it by the tradesmen as described
above as consideration for payment of said stock subscription.
Tellurian hereby agrees to accept such assignment of debt as valid
consideration for the payment of the subscription for said stock.
5. The parties acknowledge that the Tellurian stock is "restricted"
meaning that the stock may not be sold or otherwise transferred for a
period of one year from the date of issuance in accordance with
securities laws unless the securities have been registered for resale
pursuant to the Securities Act of 19933, as amended or an exemption
from registration is available to permit such transfer.
6. The parties agree that the rent for the premises is currently in
arrears. In consideration of Cyberport paying to the Landlord on the
closing of this settlement agreement the sum of $100,000.00 ($52,000.00
to be applied against the rental arrears and $48,000.00 as security for
future rents), the Landlord agrees that:
a) the rent for the months of March, April and May, 1998,
shall be deferred until the months of July, August and
September, 1998,
b) Cyberport shall pay the normal rental amount as provided
for in the lease for the month of June, 1998,
c) Cyberport shall pay twice the said normal rental amount for
the months of July, August and September, 1998, and
d) on September 30, 1998 or as soon as practical thereafter (but
no later than October 31, 1998), Cyberport and the Landlord
will conduct an accounting review of the lease
situation/arrears and make whatever adjustments are necessary
as between the parties.
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7. Tellurian is the currently the holder of a Security Agreement
representing a first charge on the assets of Cyberport,
including a number of P-51 Simulators. Tellurian agrees to
grant to the Landlord until December 31, 1999, as additional
security for future rents of Cyberport, an assignment of its
Security Agreement to the extent of eight P-51 Simulators, said
pieces of equipment having the serial numbers as listed on
Schedule B attached hereto.
8. Tellurian hereby further agrees to provide the Landlord with an option
to acquire 100,000 additional restricted common stock in Tellurian,
having the same restriction as set out above, said option having the
following terms and conditions:
a) the exercise of the option must take place between 12 noon
April 1, 1998 and 12 noon September 30, 1998,
b) the subscription price is $1.75 US per share, and
c) the said subscription price and a letter to Tellurian
notifying Tellurian of the exercising of said option must be
received by Tellurian prior to the expiry of the option as set
out herein.
9. Time is of the essence of this agreement.
10. This agreement supersedes and takes the place of any and all prior
agreements entered into by the parties. It is agreed that there is no
representation, warranty, collateral agreement or condition affecting
this agreement except as expressed in it.
11. No change or modification of this agreement shall be valid unless it be
in writing and signed by each party hereto.
12. This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario, Canada.
13. This agreement shall enure to the benefit of and be binding upon the
respective successors and assigns of the parties hereto.
14. For the convenience of the parties hereto, this Agreement may be
executed in one or more counterparts, and transmitted by facsimile
transmission, each of which shall be deemed to be an original for all
purposes and shall constitute one agreement, binding on all parties.
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15. In order to be binding this agreement must be signed by all parties,
and each party having a copy of the other's signature evidenced on the
agreement, on or before March 25, 1998 at 4 pm, otherwise it shall be
null and void.
16. This settlement shall be effective on March 26, 1998 at which time all
monies and documents described herein shall be exchanged by the
parties.
IN RECOGNITION OF THE ABOVE, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date set out beside
their respective signatures.
CYBERPORT NIAGARA INC.
Per:
Date: March 26, 1998 /s/ Xxxxx Xxxxxx
---------------------------------------
Name/Title: Xxxxx Xxxxxx/Secretary
I have the authority to bind the
Corporation
TELLURIAN, INC.
Per:
Date: March 26, 1998 /s/ Xxxxxxx Xxxx
---------------------------------------
Name/Title: Xxxxxxx Xxxx/Vice-President
I have the authority to bind the
Corporation
1174757 ONTARIO INC.
Per:
Date: March 26, 1998 /s/ Xxxxx Xxxxxx
---------------------------------------
Name/Title: Xxxxx Xxxxxx/President
I have the authority to bind the
Corporation
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SCHEDULE "A"
P-51 Simulators:
Serial No. Red Xx. 0
Xxxxxx Xx. Xxx Xx. 0
Serial No. Red Xx. 0
Xxxxxx Xx. Xxx Xx. 0
Serial No. Red No. 5
Serial No. Red Xx. 0
Xxxxxx Xx. Xxx Xx. 0
Xxxxxx Xx. Xxx Xx. 0
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SCHEDULE "B"
P-51 Simulators:
Serial No. Red Xx. 0
Xxxxxx Xx. Xxx Xx. 0
Serial No. Red Xx. 0
Xxxxxx Xx. Xxx Xx. 0
Serial No. Red No. 5
Serial No. Red Xx. 0
Xxxxxx Xx. Xxx Xx. 0
Xxxxxx Xx. Xxx Xx. 0
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