EXHIBIT 10.45
AMENDMENT
TO
ASSET SALE AGREEMENT
This Amendment to Asset Sale Agreement is entered into effective as of
August 20, 1997 by and between Gate Technologies Ltd., a United Kingdom
corporation ("Buyer"), Developed Technology Resource, Inc., a Minnesota
corporation ("Seller") and Xxxx Xxxxxxxx ("Guarantor").
WHEREAS, Seller and Buyer entered into an Asset Sale Agreement
effective December 31, 1995 and a portion of the payment relating to such sale
has been paid; and
WHEREAS, the Seller, Buyer and Guarantor wish to set forth the revised
terms of payment and guarantee relating to such agreement.
NOW, therefore, it is agreed as follows:
1. Schedule 2.2 is amended in its entirety according to the Amended
Schedule 2.2 attached hereto as Exhibit A.
2. As consideration for the amendment of the agreement:
A. Buyer agrees that no payment shall be made other than
normal and regular expenses including wages, bonuses
and operating expenses comparable to those indicated
in the attached Exhibit B, it being the intent hereof
that no distribution should be made to third parties
or employees other than the routine operating
expenses of the company prior to the full and
complete payment of the obligation of Buyer set forth
in the Amended Schedule 2.2.
B. Guarantor, as a majority shareholder in the
corporation to induce Seller to amend the Asset Sale
Agreement as provided herein, will execute the
guarantee agreement attached hereto as Exhibit C.
Other than as amended herein, the Asset Sale Agreement entered into on
December 31, 1995 is hereby confirmed and ratified in all respects.
GATE TECHNOLOGIES LTD. DEVELOPED TECHNOLOGY RESOURCE, INC.
By_________________________ By________________________________
Xxxx Xxxxxxxx Xxxx X. Xxxx
AMENDED SCHEDULE 2.2
Date Amount of Payment
February 1, 1998 $ 220,000
September 1, 1998 220,000
January 1, 1999 40,000
---------------
TOTAL: $ 480,000
===============
Any payments not received on the date
specified shall bear interest from such date until the date
paid at the rate of 12% per annum.
EXHIBIT A
GUARANTY
In consideration of the entry into an Amendment to Asset Sale Agreement
("Agreement") effective August 20, 1997, by Developed Technology Resources,
Inc., a Minnesota corporation (the "Seller") Gate Technologies Ltd., a United
Kingdom corporation (the "Buyer"), the undersigned, Xxxx Xxxxxxxx ("Guarantor")
hereby guarantees to the Seller the full and prompt payment when due, of the
amount owing to Seller in the Amended Agreement as follows:
The balance of the fixed payments of $480,000 as provided in Schedule
2.2 of the Amended Agreement.
Guarantor shall reimburse the Seller for all costs and expenses,
including reasonable attorneys fees, incurred by or on behalf of the Seller in
enforcing the obligations of Guarantor hereunder.
Guarantor waives all notices and consents which may be otherwise
necessary, whether by statute, rule of law or otherwise, to preserve the
Seller's rights and remedies against the Guarantor hereunder.
This is a continuing guaranty of the payment of the Obligations of
Buyer to the Seller and shall continue to be in force until all obligations of
Buyer to the Seller are paid in full.
Any dispute or claim arising out of or relating to this Guaranty or the
validity, interpretation, enforceability or breach of this Guaranty, which is
not settled by agreement between the parties, will be settled by binding
arbitration in London, England, in accordance with the rules of the London Court
of Arbitration then in effect, and judgment upon any award rendered in such
arbitration may be entered in any court having competent jurisdiction. The
prevailing party in such arbitration, in addition to all other relief provided,
shall be entitled to an award against the losing party of its costs and
expenses, including reasonable attorney's fees, incurred in such arbitration,
and the losing party shall also bear all fees and expenses of arbitration. In
the event that there is no party that has prevailed on substantially all issues,
such legal expenses and expenses of arbitration shall be allocated between the
parties as the arbitrator deems appropriate.
This Guaranty shall be construed as to both validity and performance
and governed by and enforced in accordance with the laws of the State of
Minnesota, without giving effect to the choice of law principles.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be
executed on the 20th day of August, 1997.
_______________________
Xxxx Xxxxxxxx
EXHIBIT C
