AGREEMENT
This agreement (the "Agreement") entered into this 15th day of March,
2006 between SiriCOMM, Inc. ("SiriCOMM"), a Delaware corporation having its
principal place of business located at 0000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx, 00000 and DirecTruck, L.L.C., a Texas limited liability company having
its principal place of business located at 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxx,
Xxxxx, 00000 ("DirecTruck").
WHEREAS, DirecTruck has developed a 915 mhz broadband wireless network
infrastructure for the commercial transportation industry market that will allow
users to connect to the SiriCOMM network through wireless transmission and
receiving equipment installed in strategic locations that include truck stops
and weigh stations, and a wireless truck data gathering device:
WHEREAS, SiriCOMM desires to purchase the rights to DirecTruck wireless
truck data gathering device;
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. DirecTruck will assign, convey, and transfer to SiriCOMM all
proprietary rights and other rights, title, and interest
associated with the development of a 000 xxx truck data system
including but not limited to, all contracts, drawings,
intellectual property, test results and research and such
information and data to insure SiriCOMM obtains ownership of the
technology related to the product known as the Pulse Box ("Pulse
Box").
2. SiriCOMM will pay the sum of $592,000 for the rights to the Pulse
Box which will be paid $250,000 upon signing of this Contract,
$250,000 three (3) months from the signing of this contract and as
part of SiriCOMM's settlement with Sat-Net Communications, an
affiliated company of DirecTruck, $92,000 will be credited to
1
SiriCOMM subject to delivery of a signed and executed agreement by
and between SiriCOMM and Sat-Net Communications, L.L.C. dated the
same time as this agreement. (A copy of which is attached.)
3. Idling Solutions shall deliver as Exhibit A of this contract its
best estimate of Pulse Box usage and timing. Idling Solutions
agrees to use SiriCOMM as its exclusive supplier of their
monitoring network made capable by the Pulse Box.
4. DirecTruck will transfer all rights hereinafter referred to as
Back-Up-Rights to produce and use the Pulse Box and its underlying
technology to Idling Solutions. SiriCOMM will also allow Idling
Solutions to purchase the Pulse Box directly from SiriCOMM's
supplier (on the same terms and conditions as SiriCOMM) in the
event SiriCOMM is unable to provide Pulse Boxes on a timely basis.
5. DirecTruck, Sat-Net Communications, Idling Solutions and all
affiliated entities shall only produce the Pulse Box or utilize
any of its network technology in the event that SiriCOMM becomes
insolvent, files bankruptcy or does not deliver product to Idling
Solutions within thirty days of receipt of a purchase order.
This Agreement has been duly authorized and approved by all required
corporate action by each company and does not violate their respective
certificates of incorporation or bylaws.
IN WITNESS WHEREOF, the parties have executed this Agreement through
their duly authorized representatives as of the date first written above.
2
SIRICOMM, INC. DIRECTRUCK, L.L.C.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxx
--------------------------------- ---------------------------
By: _____________________________ By:________________________
Its:_____________________________ Its:_______________________
3
