EXHIBIT - 10.13
New Agreement dated July 30, 2001 re: Consultancy arrangements with Xxxxxx
Xxxxx and option to acquire an equity interest in ROO Media Corporation,
Inc, an affiliate of Xx. Xxxxx.
July 30, 2001
Mr. Xxxxxx Xxxxx
Xxxxx Consulting, Inc.
Re: I.T. Technology, Inc. (the "Company") -
Agreements with Xxxxxx Xxxxx & certain of His
Affiliates
Dear Xx. Xxxxx:
Reference is made to the Consulting Agreement between
the Company and Xxxxx Consulting, Inc. ("Consultant") dated
January 17, 2000, as amended by an amendment thereto dated
November 14, 2001 (collectively, the "Xxxxx Consulting
Agreement"). The Xxxxx Consulting Agreement terminated in
accordance with its terms on January 17, 2001 (the "Termination
Date"); however, the parties acknowledge and agree that Consultant
continued to render services to the Company after the Termination
Date pursuant to an unwritten understanding which was terminable
by either party at any time (the "At Will Consultancy"). At this
time, the Company and Consultant desire to both restructure and
formalize the consultancy arrangement on a prospective basis.
Consequently, the parties hereto have agreed as follows:
1. Effective as of the date hereof, the At Will
Consultancy and all other arrangements or agreements between
Consultant, the Company and/or any affiliated entities therewith
(the "Other Agreements"), including XxxxxXxxx.xxx Networks, Inc.
("VideoDome"), shall terminate and be of no further force and
effect. In that regard, Consultant acknowledges that it has
received all fees, expenses and other consideration due it with
respect to the At Will Consultancy and the Other Arrangements,
with the sole exception of a balance of $8,000, due and
outstanding from VideoDome for past services, which shall be paid
at a mutually agreeable future date to be determined by VideoDome
and Consultant.
2. Notwithstanding the termination of the At Will
Consultancy, effective as of the date hereof, Consultant agrees to
cause Xxxxxx Xxxxx to continue to render such consultancy services
to the Company and VideoDome or any of their affiliated entities,
as they may in their sole discretion request from Consultant
("Additional Consultancy Services") for a period of up to one year
from the date hereof or such longer period as the Consultant and
the Company may agree to (the "Renewed Consultancy Period");
provided, however, the Company may elect to terminate the
Additional Consultancy Services at any time by notice to
Consultant.
3. As full compensation for the Additional
Consultancy Services, Consultant agrees to receive only the
following as compensation: the Company's grant to the Consultant's
designee, Xxxxxx Xxxxx ("Xxxxx"), of options to purchase Seven
Hundred and Fifty Thousand (750,000) fully-vested shares of the
Company's common stock at a purchase price of Ten Cents ($.10) per
share. Said options shall expire two (2) years from the date of
hereof and shall contain such other terms and conditions as set
forth in that certain Stock Option Agreement between Xxxxx and the
Company dated as of the date hereof (the "Consultant Option
Agreement"). In connection with the foregoing, Xxxxx agrees that
the Option Agreement between Xxxxx and the Company entered into as
of October 20, 2000 shall terminate effective as of the date
hereof and shall no longer be of any force or effect.
4. Notwithstanding anything to the contrary contained
herein, the Company hereby acknowledges and agrees that Consultant
and Xxxxx shall be entitled to resell VideoDome products and
services through an affiliated entity, ROO Media Corporation, a
Delaware corporation ("ROO"), subject to the negotiation and
execution of a mutually acceptable agreement between VideoDome and
ROO (ROO VideoDome Agreement"). The Company and Bickhams will, if
their circumstances warrant, agree to make available to ROO an
agreed upon amount of office space and secretarial support at
their costs or such other terms as agreed upon by the parties from
time to time.
5. In addition, for the consideration set forth
below, the Company hereby grants to ROO or its nominee, options to
purchase an additional Five Hundred Thousand (500,000) shares of
the Company's common stock (the "ROO Options") at an exercise
price of Ten Cents ($.10) per share. The ROO Options shall: (i)
have a term which expires upon the first to occur of: (a) two
years from the vesting date thereof or (b) three years from the
date hereof; (ii) the ROO Options shall vest and become
exercisable as follows: (a) options to purchase Two Hundred and
Fifty Thousand (250,000) shares shall vest and become exercisable
on the date hereof and (b) options to to purchase an additional
Two Hundred and Fifty Thousand (250,000) shares shall vest and
become exercisable upon the exercise of the "Bickhams Option, "
described below and if the Bickhams option terminates without
being exercised, the options to purchase these additional 250,000
shares shall automatically terminate; and.(iii) contain such other
terms and conditions as set forth in that certain Stock Option
Agreement between ROO and the Company dated as of the date hereof
(the "ROO Option Agreement"). In consideration for the grant of
the ROO Option, ROO hereby grants to the Company's affiliate,
Bickhams Media, Inc.("Bickhams") a one year option to acquire an
equity interest equivalent to Twenty Five percent (25%) of ROO's
or its successor entity's existing equity on a fully-diluted basis
as of the date of this Agreement (the "Bickhams Option") for no
additional payment or other consideration. ROO further agrees
that: (a) either for a period of 12 months from the date hereof or
(b) whilst the Bickhams Option remains unexercised, it shall not
issue any shares, options or other instruments that will cause a
dilution to Xxxxxxx'x potential equity interest of Twenty Five
percent (25%) of ROO's or its successor entity's equity, without
the prior approval of Bickhams, which shall not be unreasonably
withheld. Until Bickhams elects to formally exercise the Bickhams
Option, which may be accomplished solely by the delivery of
written notice thereof to ROO, Bickhams shall not be deemed to own
any of the outstanding equity of ROO.
Nothing contained herein, nor the exercise of the Bickhams Option
shall obligate Bickhams, the Company or any of their respective
affiliates to provide any funding or shall be deemed to infer any
operational or managerial supervision, oversight or control of ROO
by Bickhams, the Company or any of their respective affiliates. In
addition, ROO and Xxxxx agree that upon the exercise of the
Bickhams Option, Xxxxxxx'x ownership of any equity interest in ROO
shall be maintained as a free-carried interest, with no
contributions required. In connection with the foregoing, ROO and
Xxxxx agree to indemnify and hold harmless Bickhams, the Company
or any of their respective affiliates against any claims, losses,
liabilities, damages and judgments arising out of or relating to
the Bickhams Option or Xxxxxxx'x ownership of any equity in ROO,
if applicable.
6. ROO, Consultant and Xxxxx, on their own behalf and
on behalf of their respective affiliates (collectively, "Xxxxx
Affiliate") further covenant and agree that until twelve (12)
months after the last to occur of: (i) the expiration of the
Renewed Consultancy Period; (ii) the expiration of the ROO Option
or (iii) the expiration of the of the Roo VideoDome Agreement, if
executed, not to compete in any way with the business or prospects
of the Company, VideoDome or any of their respective affiliates.
For the purposes hereof such "competition" shall include, but is
not limited to, the solicitation of orders, business,
opportunities or capital from any entity which was initially
introduced to any Xxxxx Affiliate by the Company, VideoDome or any
of their respective subsidiaries or affiliates.
7. ROO, Consultant and Xxxxx on their own behalf and
on behalf of the Xxxxx Affiliates, further covenant and agree that
Sections 7(b) and 7(c), 11 and 12(a)-(m) and 12(o)-(q) of the
Xxxxx Consultancy Agreement, shall remain in full force and effect
and agree to be bound by the terms thereof. Except for the
aforementioned sections, the Xxxxx Consultancy Agreement shall
hereby be terminated, null and void.
8. This Agreement, the ROO Options, the Consultant
Options and the Bickhams Options constitutes the complete
understanding of the parties with respect to the subject
matter hereof and supercedes all other arrangements,
understandings and agreements between the parties.
If the foregoing accurately summarizes your
understanding, please indicate so by dating and executing a copy
of this letter where indicated below and returning a copy to the
undersigned.
Very truly yours,
I.T. TECHNOLOGY, INC.
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Its: Chief Executive Officer
XXXXX CONSULTING, INC.
By: /s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx
Its: President
/s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx, an individual
ROO Media Corporation, Inc.
By: /s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx
Its: President
