07/27/99NGN TECHNOLOGY, INC / AMSHI TERM SHEET/AGREEMENT
Page 6 of 1
Exhibit No. 9
American Sports History Incorporated
1998 Form 10-KSB
File No. 00-00000-00
CONFIDENTIAL TERM SHEET
BETWEEN
NEXT GENERATION NETWORKS TECHNOLOGY INC., A DELAWARE CORPORATION,
AND
AMERICAN SPORTS HISTORY, INC., A DELAWARE CORPORATION
This Term Sheet has been prepared to detail the terms of a
business and consulting services agreement between American
Sports History, Inc. ("AMSHI") and Next Generation Networks
Technology, Inc. ("NGN TECHNOLOGY"). The terms presented below
have been discussed and agreed upon as a result of meetings held
between AMSHI and NGN TECHNOLOGY to collaborate in good faith
for the betterment of AMSHI , the last collective meeting being
held on October 10th, 1998 in New York, NY with Xxxxxxx Xxxxxxx,
President/CEO, AMSHI, Xxxxxxx Xxxxx representing and advisor to
AMSHI, Xxxx Xxxxx, representing and advisor to AMSHI, Xxx
Xxxxxxxxxxxx, representing and advisore to AMSHI, Xxxxxx Xxxxxxx,
Board of Directors, XXXXX; Xxxxxxx Xxxx, President/CEO, NGN
TECHNOLOGY; Xxxxxx Xxxxxxxx, President/CEO, Myriad Management
Services, Inc; and Xxxxxxx Xxxxxxx, President/CEO, IFSL, Ltd. ,
with subsequent meetings between Xxxxx Xxxxxxx and Xxxxxxx Xxxx
in New Jersey, and subsequent telephone conversations between
Xxxxx Xxxxxxx and Xxxxxxx Xxxx, and Xxxx Xxxxx and Xxxxxxx Xxxx.
Any definitive agreement will be subject to the agreement of the
corporations' CEOs as empowered by their Board of Directors to
enter into such agreements, as reflected in actually executed
documents, the signing of mutual non disclosure/non circumvention
agreements, the receipt by NGN Technology, Inc. of the agreed
upon cash payment by XXXXX at signing of this contract, and
receipt of stock and cash remuneration as outlined herein.
I. EXPECTATIONS, PERFORMANCE, and GENERAL DEFINTIONS:
X. XXX TECHNOLOGY:
Upon execution of this term sheet and subsequent agreement,
NGN Technology will work as a member of the AMSHI Board of
Directors on a non exclusive basis on a multitude of projects
and initiatives with the objectives of increasing revenues
through the implementation of appropriate technologies
consistent with strategic goals, setting operational and
capital expense budgets with predetermined production and
income objectives, development of the AMSHI business plan;
establishing alliances with content and technology providers
to expedite exposure and growth of AMSHI's business plan, and
providing the technical strategic direction and research and
development to establish AMSHI as a major contributor and
presence on the Internet and related content provider
industries domestically and internationally, increasing market
penetration and client base, increasing the product base of
services, and increasing the shareholder value of AMSHI.
B. AMSHI:
Upon execution of this term sheet and subsequent agreement,
AMSHI will work with NGN TECHNOLOGY and provide NGN TECHNOLOGY
the flexibility and autonomy, subject to Board of Directors'
approval, to pursue technical, content, and international
partners/acquisitions as appropriate; to discuss, with various
AMSHI associates, business strategies and vision; to take the
lead on technology; and to include NGN TECHNOLOGY in all
decisions as appropriately required as its role on the Board
of Directors. It is understood by the parties that AMSHI will
work in good faith with NGN TECHNOLOGY in all opportunities
brought to the attention of AMSHI and securing joint
development agreements with companies identified that can
provide the complementary marketing, content, and technologies
identified during the co-development and implementation of the
AMSHI strategic business plan. XXXXX agrees to convey to NGN
TECHNOLOGY, as remuneration, the line items described in the
Term Sheet included with this agreement and to hold this
agreement binding upon the parties. Remuneration of stock
will be conveyed to NGN TECHNOLOGY prior to December 15th,
1998; remuneration of cash payment will be made as outlined in
the Term Sheet; remuneration on successful acquisitions and
stock performance will be detailed in a more comprehensive
benefits package for the Board of Directors, but will follow a
program similar to one outlined in the Term Sheet.
C. NON-PERFORMANCE / IRRECONCILABLE DIFFERENCES:
All activities and responsibilities outlined in this document
provide the basis for a relationship built in the spirit of
good faith by NGN TECHNOLOGY and AMSHI. However, it is
possible that a party wishes to terminate this agreement due
to irreconcilable differences. This provision allows a
parties to terminate this agreement provided that proper
notice (advanced written notice received via registered letter
by the other party 120 days before the effective date of the
termination) is given to the other party.
Based upon its participation on and tenure to date on the
Board of Directors, NGN TECHNOLOGY stock in AMSHI (received at
signing of agreement and any accumulated stock
bonus/incentives due up to the time of termination received
from the Board of Directors' incentive plan, and any stock or
cash bonus/incentives due to work in progress up to the
effective date of termination) can be repurchased by the AMSHI
Board of Directors according to the following schedule:
Note: "current market price" is defined as the selling price
for AMSHI stock on either the effective date of termination or
date of notice, whichever is higher
a. After 1 YEAR: 66% of the current market
price
b. After 2 YEARS: 77% of the current market
price
c. After 3 YEARS: 100% of the current
market price
It is clear that both the NGN TECHNOLOGY and AMSHI management
team will work effectively and collaboratively in good faith;
there are no expectations that any problems will occur that
would precipitate such an action.
II. PREQUISITES:
Prior to signing an agreement with NGN Technology, NGN
Technology has asked that
the following items be concluded or in process:
1. Coming to closure on all pending AMSHI legal arguments and
litigations.
2. Remuneration to Myriad Management Services for work
performed on behalf of AMSHI that has resulted in the
introduction of AMSHI to NGN Technology.
3. Agreement in writing that AMSHI will substantially increase
the number of authorized shares of AMSHI by January 1, 1998 to
support an acquisition strategy that will be outlined in the yet
to be developed AMSHI business plan. These shares, as well as a
major portion of existing outstanding shares, will be used for
acquisitions to be made during the first and second quarters of
calendar 1999.
4. Provide in writing to NGN Technology that upon approval by
XXXXX's Board of Directors of the AMSHI business plan to be
prepared by NGN Technology and execution of this agreement, NGN
Technology, as a member of the Board of Directors, has permission
to act on behalf of AMSHI to openly discuss use of the
corporation's stock in pursuit of an acquisition and consistent
with the business plan strategy. Discussions of this nature will
be coordinated and approved by the Chief Executive Officer and
vote of the Board of Directors for finalization and before formal
commitment letters can be presented to the intended recipient(s).
As of this date, November 16th, 1998, I have been informed
that all of the items above are in some form of process and
that there is agreement to those items that have been
identified as strategically critical to AMSHI success
(specifically, items 1,3, and 4). Item 2 is in process; it
will be concluded prior to the presentation of the AMSHI
business plan (approximately December 20th, 1998).
III. REMUNERATION TO NGN TECHNOLOGY:
1. AMSHI common shares of stock:
a. Signing of agreement: 1,400,000 shares of AMSHI stock
Breakdown of stock to be issued:
Open market shares 200,000
Options at $ 0.12 per share 1,200,000
2. CASH PAYMENT
Milestone schedule for cash payment:
Amount t/b paid
a. At signing of this agreement $10,000
b. Completion of AMSHI business plan and receipt of
funding for AMSHI operations/strategy $40,000
Note: Payments to NGN Technology may be made in
$ 10,000 increments up until the $ 40,000 balance is
paid if each incremental funding received for AMSHI
operations cannot support the payment of the full
balance due.
3. NGN TECHNOLOGY EXPENSES MADE ON BEHALF OF AMSHI
a. Expenses for attending meetings and other approved expenses
incurred on behalf of AMSHI will be paid by AMSHI (Due 15 days
after expenses are submitted by NGN TECHNOLOGY to AMSHI).
b. Payment for ongoing general NGN Technology operating
expenses related to activities supporting AMSHI (to be further
defined in the AMSHI business plan and costs to be
identified/budgeted with operating capital requirements of
AMSHI).
4. BONUS and PERFORMANCE INCENTIVES
The compensation plan described below is similar to plan that
will be included in a proposed incentive plan for all members
of the AMSHI Board of Directors to remunerate Board members
for successes in various AMSHI initiatives.
CASH PAYMENT to each AMSHI Board Member on each successful
acquisition:
X% of the value of the acquisition: (Note:
recommended 1% be paid out in
total cash, or some combination of cash and secured
note).
STOCK OPTIONS PAYMENT to each AMSHI Board Members for each
successful acquisition:
X% of the value of the acquisition: (Note: stock
options at the prevalent closing
price at the time of the acquisition).
5. TIME OF ESSENCE:
All cash and stock payments mentioned above, creation of a
position as Chief Operating Officer with a voting seat on
the AMSHI Board of Directors, immediate Board approval for
first phase authorization of additional shares of AMSHI
stock that will be used to implement AMSHI's acquisition
strategy (details to be identified in the business plan),
and permissions granted to NGN Technology, Inc. to act on
behalf of AMSHI (pending Board of Directors approval)
concerning acquisitions. are time sensitive and time of
the essence issues. Time sensitive payment and closure on
the items above are necessary by December 15th, 1998 or, at
NGN Technology's sole and exclusive option, NGN Technology
can extend the time of essence period for all items to
January 4th, 1999 after which time this contract can be
cancelled at NGN Technology's sole and exclusive discretion.
6. NOTICES:
NGN Technology's legal counsel will provide notice to AMSHI
on or before December 15th, 1998 concerning its intention to
extend the Time of Essence due date.
7. FREE AND CLEAR and DISCLOSURE OF PENDING BOARD ACTIONS:
XXXXX indemnifies and holds NGN Technology harmless in any
unconcluded litigation and/or future claims resulting from
actions and/or covenants performed prior to the execution of
this agreement. NGN Technology is not involved in any
unclosed and pending legal manners resulting from
litigation started or acts occurring before the signing of
this agreement. AMSHI will provide NGN TECHNOLOGY by
December 1st, 1998 copies of previous Board of Directors
minutes and official records of AMSHI for the past 12 months
and any information of unclosed or pending Board or
corporate actions prior to November 24th, 1998.
IV: MISCELLANEOUS PROVISIONS:
A. REASONABLE EXPENSES: XXXXX agrees to reimburse NGN
TECHNOLOGY for business expenses made on behalf of the AMSHI
corporate strategic objectives. NGN TECHNOLOGY will submit
expense vouchers as expenses are incurred, with adequate
justification for the expense. Receipts will not be
necessary for expenses up to and including $ 49.99;
receipts for hotel, air, and entertainment will be required.
The expenses will be paid within 15 days of submission of an
invoice. The expenses allowed include: telephone calls,
meeting arrangements and expenses, travel, entertainment,
attendance at conferences, and other expenses as deemed
necessary. Labor rates for NGN Technology, Inc.
participating staff will be included in the business plan
for funding at a rate equivalent to $ 75 per hour; NGN
Technology staff will be used prudently and only upon
consensus of the Board of Directors of AMSHI in support of
business plan overall objectives.
B. CASH AND STOCK PAYMENTS: This agreement is conditional
upon payment by AMSHI to NGN TECHNOLOGY of the cash and
stock payments and other critical components discussed as
outlined as time of essence in Section III item 4. In the
event that AMSHI fails to meet its payment to NGN TECHNOLOGY
of cash and stock or any provision described according to
the time of essence requirements stated in Section 4 Item 4,
this agreement between AMSHI and NGN TECHNOLOGY can be
cancelled at any time at NGN TECHNOLOGY's sole and exclusive
discretion, and NGN TECHNOLOGY will pursue damages for
expenses incurred, remuneration due, and legal fees
necessary to pursuit actions through the appropriate legal
channels.
C. REPRESENTING AMSHI INTERESTS: The Board of Directors
and President/CEO of AMSHI permit NGN TECHNOLOGY to act on
AMSHI's behalf on activities related to the scope of this
agreement and open negotiations with companies identified by
NGN TECHNOLOGY for the purpose of formulating joint
development, technology, and revenue sharing agreements,
subject to reporting to the President/CEO of AMSHI per the
terms and conditions outlined herein.
X. XXX TECHNOLOGY and AMSHI PROPRIETARY BUSINESS PLANS and
CONTACTS: Through the performance of their duties under
this agreement, NGN TECHNOLOGY and AMSHI will be revealing
some specific details concerning their proprietary business
plans, business models, contacts, and technology innovations
and strategies. This information is being released to the
mutual benefit of the parties in formulating the business
plan for AMSHI and for the benefit of AMSHI stockholders.
NGN TECHNOLOGY reserves the right to release only that
amount of information about its overall operations as it
deems essential to meet our mutual goals. Any information
shared between AMSHI and NGN TECHNOLOGY is held in highest
confidentiality and bound by the terms of the non-
disclosure/non-circumvention agreement to be signed by the
parties on November 24th, 1998, unless prior approval is
granted and received for the release of such information
from the other party.
V. CONFIDENTIALITY:
AMSHI and NGN TECHNOLOGY, by virtue of this business
agreement, agree to the terms and conditions herein and
abide by confidentiality to hold private information
exclusive and inclusive to the parties for the protection of
each other's trade secrets, strategies, and other
information deemed appropriate for protection of
intellectual and corporate property.
Authorized and Approved:
I, individually, am duly authorized to sign this document on
behalf of the
other shareholders in our respective corporations.
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X.
Xxxxxxx
Xxxxxxx X. Xxxx, President/CEO Xxxxxxx X. Xxxxxxx,
President/CEO
NEXT GENERATION NETWORKS AMERICAN SPORTS HISTORY, INC.
TECHNOLOGY, INC.
11/18/98 11/21/98
DATE DATE
