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EXHIBIT 10.3
26500 DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP
0000 XXXXX XXXXXXXX XXXXXX, XXXXX 000
XXXXXXXXXX XXXXX, XXXXXXXX 00000
March 8, 1999
World Wide Financial Services, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
26500 Northwestern Building LLC
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
RE: 00000 Xxxxxxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx (the "Building")
Gentlemen:
26500 Development Associates Limited Partnership ("Seller") and 26500
Northwestern Building LLC ("Purchaser") are the parties to that certain
Agreement for Purchase and Sale, dated October 23, 1998, as amended ("Purchase
Agreement") covering the captioned Building. World Wide Financial Services, Inc.
("World Wide") has or will enter into a Lease with Purchaser, as Landlord,
covering portions of the captioned Building.
In order to induce World Wide to enter into such a Lease so that Purchaser shall
proceed with the purchase of the Building, Seller shall pay to World Wide, at
the closing of the purchase and sale of the Building, the sum of Eight Hundred
Thousand Dollars ($800,000.00) by certified funds or by wire transfer for
leasehold and other improvements to be made in and to the Building by World Wide
and Seller shall assign to World Wide the One Hundred Fifty Thousand Dollars
($150,000.00) worth of Trade Dollars received by it from Universal Standard
Health Care, Inc. ("USML") under the terms of that certain Lease Termination
Agreement of even date. World Wide acknowledges that certain of the ITEX
Corporation Trade Dollars must be used as part of the purchase price for goods
and services in connection with United States currency and that the percentage
of ITEX Corporation Trade Dollars that can be used varies with the particular
goods or services being purchased.
The parties acknowledge that pursuant to such Lease Termination Agreement,
Seller is acting as a mere conduit with respect to the payment of One Hundred
Fifty Thousand Dollars ($150,000.00) in cash being received by it from USML and
the receipt of the Trade Dollars from USML, and that such payments are not
payments of past due rents (the Lease being current) but
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are payments in consideration for the termination of the Lease by Landlord, and
that such payments are being made for the benefit of Purchaser and World Wide
and are being paid to World Wide hereunder (collectively, "Payments") as herein
provided.
The obligation of Purchaser to close on the purchase of the Building is
conditional upon World Wide receiving the Payments as herein provided.
Purchaser and World Wide shall indemnify Seller and its beneficiaries, partners,
representatives, agents and employees and hold them harmless from and against
any and all claims, actions, damages, liabilities, costs and expenses, including
reasonable attorney's fees in any litigation relating to the Payments by USML to
Seller.
Please sign the enclosed copy of this letter in the space provided below in
order to evidence your acceptance and agreement to the foregoing.
Very truly yours,
26500 DEVELOPMENT ASSOCIATES
LIMITED PARTNERSHIP
By 26500 Investment Corporation,
A Michigan corporation, General Partner
By /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, President
ACCEPTED AND AGREED TO:
WORLD WIDE FINANCIAL SERVICES, INC. 26500 NORTHWESTERN BUILDING LLC
By /s/ CEO By /s/ Xxxx X. Xxx
---------------------------------- ----------------------------------
Its: CEO Its: CFO
