[Letterhead of Consolidated XxXxxxxx Resources Inc.]
August 28, 1994
VIA FAX: (000) 000-0000
IBM CANADA LTD.
0000 Xxxxxxx Xxxxxx East
Vendor and Channels Marketing
Software Solutions Business Unit
Markham, Ontario L3R 9Z7
Attention: Mr. Xxxxx Xxxx, Relationship Manager
Dear Sir:
Re: Proposed Settlement ("Settlement") of the Shared Cost Development
Agreement ("SCDA Agreement") between ResponseWare Corp. ("ResponseWare") and
IBM given ResponseWare acquisition by Consolidated XxXxxxxx Resources Inc.
("CKY" or the "Company")
Revised proposal to reaching a working Settlement on the SCDA Agreement:
1. A payment of C$100,000 shall be made by CKY to IBM via ten (10), equal,
monthly payments of C$10,000 commencing on the last day of January 1995 and
completing on the last day of October 1995.
This Settlement shall settle and supercede all other agreements that have been
entered into between ResponseWare and IBM as of August 28, 1994, other than
the Capital Lease ("Lease") between ResponseWAre and IBM as mentioned in 2
below.
2. CKY shall continue to honor the Lease agreement between IBM and
ResponseWare as outlined in the terms and conditions of the Lease.
3. The portion of software developed under the SCDA Agreement that is still
being marketed by ResponseWare, CKY will negotiate with IBM a new compensation
plan that is mutually agreeable to both parties. CKY requests that an initial
three (3) month assessment period, starting five business days after official
Vancouver Stock Exchange ("VSE") approval of the starting five business days
after official Vancouver Stock Exchange ("VSE") approval of the acquisition of
ResponseWare by CKY, be invoked so that CKY has time to determine the extent
of use of the software developed under the SCDA Agreement. During the second
half of the three month assessment period CKY will negotiate in good faith
with IBM the revised compensation plan - to be invoked after the three month
period.
4. The laws of the Province of British Columbia, B.C. Securities Commission
and the VSE prohibit CKY from executing an agreement until it has been
approved by the VSE. The effective date of the agreement with ResponseWare
shall be five working days after the official approval of the acquisition of
ResponseWare by CKY.
5. If necessary, the revised terms and conditions of this agreement (CKY/IBM
Agreement") shall be reviewed directly by IBM with ResponseWare only upon the
date of official notice by CKY to ResponseWare and IBM that CkY does not
intend to complete the acquisition of ResponseWare. CKY shall commit to
provide this disclosure to IBM at that time.
6. The terms and conditions of the CKY/IBM Agreement and the revised SCDA
Agreement as well as all discussions regarding the proposed acquisition of
ResponseWare by CKY may not be disclosed by IBM to other parties without the
written consent of CKY. Terms of this CKY/IBM Agreement should be kept
confidential and must not be divulged to others without IBM's written consent.
Yours truly,
CONSOLIDATED XxXXXXXX RESOURCES INC.
/s/ Xxxxxxx X. Xxxxx, Director
-----------------------------------------
per Mr. Xxxx Xxxxxxxxxxx
President and CEO
AGREED TO AND ACCEPTED BY
IBM CANADA LTD.
THIS 29th DAY OF August, 1994
Xxxxx Xxxx
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Name
Per: /s/ Xxxxx Xxxx
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Signature
Reationship Manager
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Official Capacity
Enclosure: Copy of ResponseWare/CKY Letter - ResponseWare authorization -
creditors
