Exhibit 10.13
netValue, inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
March 9, 1998
DMR Consulting Group Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxxxx Xxxxxxxxx
Dear Xxxxx:
On September 26, 1997, netValue, Inc. ("netValue") and DMR Consulting
Group Inc. (formerly known as DMR TRECOM, Inc.), a Delaware corporation
("DMR"), entered into a letter agreement (the "Letter Agreement") regarding
the payment of approximately $1.2 million owed by netValue to DMR for services
rendered in connection with the development of netValue's core software and
the performance of initial system integration pursuant to a System Integration
and Development Agreement dated November 22, 1996 and a System Integration and
Development Agreement Master Services Agreement effective as of November 11,
1996 (collectively, the "Agreements"). Pursuant to the Letter Agreement,
netValue has paid DMR $300,000 to reduce the outstanding debt to approximately
$900,000 (the "Outstanding Balance"). The parties now wish to amend the Letter
Agreement with respect to the provisions for the repayment of the Outstanding
Balance and memorialize certain other agreements between the parties all as
set forth below. All terms set forth in paragraphs 2 and 3 of the Letter
Agreement are hereby superseded by this letter with such amended terms being
effective as of September 26, 1997. All other terms of the Letter Agreement
shall remain in full force and effect.
1. The payment due date for the Outstanding Balance shall be extended to
the earlier to occur of (i) two (2) business days following the
closing date of the initial public offering (the "IPO") of netValue
common stock (the "IPO Date") or (ii) the payment dates set forth in
Exhibit A. In addition, the Outstanding Balance shall accrue simple
interest at a rate equal to the prevailing prime rate of interest (as
published by First Union National Bank as of October 1, 1997).
Interest shall be calculated from October 1, 1997 through the date
the Outstanding Balance is paid in full.
2. The Company is currently contemplating entering into a definitive
agreement (the "IQ Contract") with IQ Value, L.L.C. ("IQ") pursuant
to which, among other things, the Company would grant IQ a license to
market certain Company software products developed for the Company by
DMR (the "Software"). The parties acknowledge that until all amounts
due under the Agreements are paid in full by the Company, DMR is the
owner of such Software. DMR agrees to grant the Company a license for
the Company to grant a sublicense to IQ for the Software, provided
the following provisions are complied with:
a. Unless the Outstanding Balance has been previously paid from
the proceeds of the IPO, Company shall pay DMR the amounts
set forth on Exhibit A attached hereto in conjunction
with the payments to be received by Company from IQ under
the IQ Contract;
b. Prior to the execution of the IQ Contract, Company will
grant to DMR a first priority perfected security interest in
all of Company's right, title and interest in the IQ
Contract and the Company's right to receive the proceeds
therefrom (the "Security Interest") and the Company will
cooperate in taking all actions requested by DMR to enable
DMR to perfect the Security Interest, including without
limitation, the preparation and execution of (x) a Security
Agreement on terms acceptable to DMR and (y) the appropriate
financing statements in order to perfect the Security
Interest;
c. The Company will take all appropriate actions with regard to
the establishment of a disbursement arrangement pursuant to
which the funds due to DMR as set forth on the right hand
column of Exhibit "A" are paid to it out of the proceeds of
the IQ Contract; and
d. The Company agrees to inform DMR of all material
developments in connection with the Company's negotiations
with IQ and, subsequent to entering into the IQ Contract,
agrees to the extent permissible under any confidentiality
provisions of the IQ Contract, to inform DMR of the status
of its performance under the IQ Contract.
Please acknowledge your agreement with these arrangements by signing, dating
and returning two copies of this letter to me.
Very truly yours,
netValue, inc.
/ s / Xxxxxxx X. Xxxxx
--------------------------------
By: Xxxxxxx X. Xxxxx, President
Agreed to and accepted
this 9th day of March, 1998
DMR Consulting Group Inc.
By: / s / Xxxxx Xxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Exhibit A
Payment Date Payment from IQ to netValue Payment from netValue to DMR
------------ --------------------------- ----------------------------
3/9/98 $500,000 $100,000
4/1/98 $750,000 $150,000
7/1/98 $500,000 $400,000
10/1/98 $500,000 Remainder of Outstanding
Balance