SOFTWARE DEVELOPMENT AGREEMENT
Software Development Agreement (the "AGREEMENT") is made effective January
13, 2004 (the "EFFECTIVE DATE"), between Rapidtron Inc. (the "PURCHASER") and
Pioneering Innovation Inc. (the "DEVELOPER").
RECITALS:
(a) The Developer has expertise in software development;
(b) The Purchaser has requested the Developer to custom develop for the
Purchaser certain software; and
(c) The Developer has agreed to develop such software for the Purchaser on
the terms and conditions contained herein.
(d) The Developer has performed those services identified on Schedule D.
In consideration of the foregoing and the mutual agreements contained
herein (the receipt and adequacy of which acknowledged), the parties agree as
follows:
SECTION 1 DEVELOPMENT AND DELIVERY OF THE SOFTWARE.
(1) Developer has developed for the Purchaser the computer program known as the
COM DLL as more particularly described in Schedule "A" and in accordance
with the specifications detailed in Schedule "B".
(2) Upon execution and delivery of this Agreement and the Initial Payment the
Purchaser completing the payment schedule in Section 5, the Developer shall
deliver to the Purchaser a full and complete copy of the COM DLL together
with all versions thereof in all media of expression and all software,
utilities, object and source code (in machine readable and listing form),
documentation, functional specifications, flow charts, source code notes,
techniques, algorithms and processes embodied in such source code, test
routines and information related thereto and all information describing the
features, installation, use and maintenance thereof (with the COM DLL,
collectively, the "SOFTWARE").
(3) The Developer will deliver to the Purchaser a compiled and operational
version of the COM DLL upon receipt of the Initial Payment.
SECTION 2 SUPPORT
(1) During the term of this Agreement, the Developer shall provide to the
Purchaser the support and maintenance services that constitute Phases 2 and
3, as defined in Schedule "C".
(2) The Developer makes no promises to upgrade or maintain the COM DLL beyond
its present state. The Developer will correct defects to the COM DLL but
will not upgrade the software with new functionality.
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(3) The Developer will provide each Third Party Vendor access to an FTP site
containing the COM DLL, document outlining its use, and any software
examples completed.
(4) The Developer will provide three (3) hours of support for integrating the
COM DLL with each Third Party Vendor. Support shall include answering
technical questions by telephone and/or email.
(5) The Developer will not provide any support to an installation using the COM
DLL. The Developer will support the Third Party Vendor as defined in
Schedule "C".
(6) If a site visit is required to support a Third Party Vendor's integration
of the COM DLL, all reasonable travel expenses shall be covered by the
Purchaser.
(7) If more than three (3) hours are required to support a third party software
integration of the COM DLL, and the extra time required is not related to a
fault of the COM DLL or the Developer (as outlined in this Agreement), then
the Purchaser shall be contacted and informed that extra time is required
to complete the integration.
(8) If the Purchaser provides permission to continue with the integration
support, the Developer shall xxxx the Purchaser at a rate of US seventy
five dollars per hour (US$75 per hour) plus any long distance charges which
are incurred in providing those services.
(9) The Developer shall provide post-Agreement support as outlined in Phase 4
(Schedule "C").
SECTION 3 OWNERSHIP
(1) Upon the execution and delivery of this Agreement and the Initial Payment,
the Purchaser shall have all ownership rights in and to the Software and
all Intellectual Property Rights therein, including all "know-how" used or
acquired in connection with the design and development by the Developer of
the Software; provided however that the Developer shall also have ownership
of the "know-how" commonly known by or available to the public with
equivalent technological skills as the Developer. As used in this
Agreement, "INTELLECTUAL PROPERTY RIGHTS" means all right, title, interest
and benefit in and to all registered or unregistered trade marks, trade or
brand names, service marks, copyrights, copyright applications, designs,
inventions, licenses, sub-licenses, franchises, formulae, processes,
proprietary information, know-how, technology, technical data, schematics
or other intellectual or industrial property.
(2) Any and all "Work Products" (as defined below) whether developed by
Developer and/or any of Developer's agents, employees or contractors, alone
or with others, in connection with the performance of services under this
Agreement, are the exclusive property of the Purchaser and all title and
interest therein (including but not limited to trade secrets, patents,
copyrights or other intellectual property rights) shall fully vest
exclusively in the Purchaser and shall be deemed to be a "work made for
hire" and made in the course of the services rendered hereunder. To the
extent that title to
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any Work Products may not, by operation of law, vest in the Purchaser or
such Work Products may not be considered works made for hire, all right,
title and interest therein are hereby irrevocably assigned to the
Purchaser. Developer agrees to give the Purchaser and any person or entity
designated by the Purchaser, any reasonable assistance required to perfect
the rights defined in this Section, and agrees to execute all documents
necessary to obtain such rights in the Purchaser. The Purchaser shall have
the right to file any domestic or foreign jurisdiction in the name of the
Purchaser for any of the intellectual property rights contained in this
Agreement. Developer agrees that prior to having any third party become
involved in the work to be performed under this Agreement, Developer shall,
in addition to obtaining the Purchaser's prior approval, require such
person or entity agree to the obligations of this Section. As used herein,
the term "WORK PRODUCTS" means and includes, without limitation, a
discovery, a development, a design, an improvement, an invention, a
know-how, technical or non-technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, business plans,
software programs (including the object and source code thereto) or a list
(whether in written form or otherwise) of actual or potential customers or
suppliers, which is not commonly known by or available to the public.
(3) The Developer shall obtain from all of its consultants, technicians,
experts and employees involved in the development of the Software
appropriate written assignments and waivers of any Intellectual Property
Rights and associated moral rights resulting from their contributing
efforts to the Software and provide copies thereof to the Purchaser, if
requested.
(4) The Developer shall do all things and execute without further
consideration, such further assurances, confirmatory assignments,
applications and other instruments as may reasonably be required to obtain
Intellectual Property Rights registrations for the Software and vest the
Intellectual Property Rights in the Software in the Purchaser, its
successors and assigns.
SECTION 4 TERM
The Term of this Agreement shall be three (3) years from the date it is
signed.
SECTION 5 PURCHASE PRICE; PAYMENT
(a) As compensation for developing and delivering the Software in
accordance with this Agreement, and as full and complete satisfaction
of the purchase price for all rights, title and interest in and to the
Software and the Intellectual Property Rights related thereto, the
Purchaser shall pay to the Developer a total of one hundred thousand
US dollars (US$100,000) cash (the "Purchase Price") paid over the
first twenty four (24) months of the Term in equal monthly
installments of Four Thousand One Hundred Sixty-six and 67/100 Dollars
($4,166.67) beginning on the execution and delivery of this Agreement
(the "Initial Payment") and continuing on the 15th day of each
subsequent month thereafter, provided, however, that if on or before
December 31, 2004, Purchaser pays to Developer $90,000 of the Purchase
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Price, then the Purchase Price shall be reduced by ten percent (10%)
to $90,000.
(b) As consideration for the services to be performed under this
Agreement, including those services performed between June 1, 2003,
and the Effective Date, Purchaser shall pay to Developer additional
compensation in the form of an "Award" of up to a total of 40,000
shares of Purchaser's common stock (the "Common Stock"), to be issued
on a quarterly basis during the Term of this Agreement as follows.
(i) Provided Developer has performed all of its obligations under this
Agreement, Purchaser shall issue to Developer ten (10) shares of Common
Stock per satellite installed during the calendar quarter becomes fully
integrated and operational with the Software. The Common Stock shall be
issued as an award of stock under Purchaser's 2003 Stock Plan (the "Plan")
and shall be subject to all provisions of the Plan.
(ii) Within ten (10) days following the end of each calendar quarter,
Developer shall deliver to Purchaser a report of all Software integrations
completed during such quarter.
(iii) Within thirty (30) days following receipt of the report set
forth in subsection (ii) above, Purchaser shall deliver to Developer a
report of the number of turnstiles that became fully integrated and
operational during the quarter as a result of the integrations reported by
Developer, together with the Common Stock earned.
Representations; warranties.
The Developer represents and warrants to the Purchaser as follows, and
acknowledges that the Purchaser is relying upon such representations and
warranties:
(a) the Developer has the capacity to enter into this agreement and to
perform all obligations hereunder;
(b) the Software has been designed, developed and implemented in
accordance with the specifications detailed in Schedule "B";
(c) the Software functions in accordance with the specifications detailed
in Schedule "B";
(d) the Developer owns all rights, title and interest in and to the
Software and Intellectual Property Rights; neither the service(s) nor
the Software will infringe upon the rights of third parties or violate
the terms of any other agreement binding the Developer or the work of
Developer, other than those rights of Axess AG;
(e) the Software is free and clear of all third party liens, claims and
encumbrances;
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(f) the Software does not contain any back door, time bomb, drop dead
device or other software routine designed to disable the Software
automatically either with the passage of time or under positive
control of any person;
(g) the Software does not contain any viruses, trojan horses, worms or
other software routines designed to disable, erase or otherwise harm
the Software, the Purchaser's hardware or data, or to permit
unauthorized access to the Purchaser's hardware or data, or to perform
any similar actions;
(h) the Developer has not entered into any source code escrow agreement,
support agreement, license agreement, marketing agreement,
distribution agreement or any other arrangement with any third party
with respect to the Software;
(i) The Developer is sufficiently experienced in financial and business
matters to be capable of evaluating the merits and risks of its
investments, and to make an informed decision relating thereto, and to
protect its own interests in connection with the purchase of the
Common Stock;
(j) The Developer is purchasing the Common Stock as principal for its own
account. The Developer is purchasing the Common Stock for investment
purposes only and not with an intent or view towards further sale or
distribution (as such term is used in Section 2(11) of the Securities
Act) thereof, and has not pre-arranged any sale with any other
purchaser;
(k) The Developer understands that the offer and sale of the Common Stock
is not being registered under the Securities Act based on the
exemption from registration provided by Rule 506 promulgated under
Section 4(2) of the Securities Act or Regulation S of the Securities
Act, and that the Purchaser is relying on such exemption;
(l) The Developer certifies that it is not a U.S. person and is not
acquiring the Shares for the account or benefit of any U.S. person. As
used herein, the term "U.S. person" means and includes (i) any natural
person resident in the United States; (ii) any partnership or
corporation organized or incorporated under the laws of the United
States; (iii) any estate of which any executor or administrator is a
U.S. person; (iv) any trust of which any trustee is a U.S. person; (v)
any agency or branch of a foreign entity located in the United States;
(vi) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. person; (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and (viii) any partnership or
corporation if (A) organized or incorporated under the laws of any
foreign jurisdiction; and (B) formed by a U.S. person principally for
the purpose of investing in securities not registered under the Act,
unless it is organized or incorporated, and owned, by accredited
investors (as defined in Rule 501(a) of the Securities Act) who are
not natural persons, estates or trusts;
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(m) The Developer understands that the Common Stock is being offered and
sold to it in reliance on an exemption from the registration
requirements of the Securities Act, and that the Purchaser is relying
upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Developer set
forth herein in order to determine the applicability of such safe
harbor and the suitability of the Developer to acquire the Common
Stock;
(n) The Common Stock has not been registered under the Securities Act and
may not be transferred, sold, assigned, hypothecated or otherwise
disposed of unless such transaction is the subject of a registration
statement filed with and declared effective by the Common Stock and
Exchange Commission (the "SEC") or unless an exemption from the
registration requirements under the Securities Act is available and in
accordance with Rule 144. The Developer represents and warrants and
hereby agrees that all offers and sales of the Common Stock shall be
made only pursuant to such registration or to such exemption from
registration;
(o) The Developer acknowledges that the purchase of the Common Stock
involves a high degree of risk, is aware of the risks and further
acknowledges that it can bear the economic risk of the Common Stock,
including the total loss of its investment;
(p) The Developer has been furnished with or has acquired copies of all
requested information concerning the Purchaser, including a copy of
the Plan, the most recent audited financial statements of the
Purchaser, the most-recent annual report on Form 10-KSB, and the
interim periodic reports on Form 10-QSB and Form 8-K;
(q) The Developer, in making the decision to purchase the Common Stock to
be earned pursuant to this Agreement, has relied upon independent
investigations made by it and its purchaser representatives, if any,
and the Developer and such representatives, if any, have prior to any
sale to it, been given access and the opportunity to examine all
material contracts and documents relating to this offering and an
opportunity to ask questions of, and to receive answers from, the
Purchaser or any person acting on its behalf concerning the terms and
conditions of this offering. The Developer and its advisors, if any,
have been furnished with access to all materials relating to the
business, finances and operation of the Purchaser and materials
relating to the offer and sale of the Common Stock which have been
requested. The Developer and its advisors, if any, have received
complete and satisfactory answers to any such inquiries;
(r) The Purchaser understands that no federal, state or provincial agency
has passed on or made any recommendation or endorsement of the Common
Stock; and
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(s) Developer has not received any solicitation or advertisement to invest
in the Common Stock through any article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast
over television or radio; or through any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising.
SECTION 6 PERFORMANCE OF SOFTWARE.
The Developer shall correct, during the term of this agreement, any failure
of the Software to perform in accordance with the warranties detailed in Section
6.
SECTION 7 INDEMNITY
(a) Developer shall indemnify, defend, protect and hold harmless the
Purchaser from and against any and all claims, demands, actions,
causes of action, losses, damages, judgments, awards, compromises or
settlements, debts, responsibilities, liabilities, obligations, liens,
encumbrances, costs or expenses, including reasonable attorneys fees,
witness fees, accounting fees and related costs from time to time as
incurred by the Purchaser in connection with, arising out of, or
related to (i) the breach of the representations and warranties set
forth in Section 6 above, or (ii) the gross negligence and willful
misconduct of Developer or its agents, employees and representatives,
in connection with the software.
(b) Nothing in this Agreement shall obligate Developer to indemnify,
defend or hold harmless Purchaser from any claims or liabilities to
the extent of the negligent, reckless or otherwise tortuous conduct of
the Purchaser or its agents, employees and representatives.
SECTION 8 LIMITATIONS AND EXCLUSIONS.
(1) EXCEPT AS PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER EXPRESS
WARRANTIES, AND THERE ARE NO IMPLIED WARRANTIES OR CONDITIONS, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
(2) IN NO EVENT SHALL THE DEVELOPER, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES,
CONSULTANTS OR SHAREHOLDERS BE LIABLE TO ANY OTHER PARTY FOR INDIRECT OR
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES,
INCLUDING, WITHOUT LIMITATION, ANY BUSINESS OR ECONOMIC LOSS EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EXCESS OF THE PURCHASE PRICE
AND OTHER CONSIDERATION PAID TO THE DEVELOPER PURSUANT TO THIS AGREEMENT,
UNLESS AS THE RESULT OF A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTIONS 6(d), 6(e), 6(f), 6(g) OR 6(h).
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SECTION 9 CONFIDENTIAL INFORMATION.
Except as may be required by law, the Developer agrees to not use, directly
or indirectly, for its own account or for the account of any person or
entity or disclose to any person or entity, the Purchaser's proprietary or
confidential information disclosed or entrusted to him or developed or
generated by it in the performance of its duties, including but not limited
to information relating to the Purchaser's organizational structure,
operations, business plans, technical projects, pricing data, business
costs, research data results, inventions, trade secrets, customers lists or
other work produced or developed by or for the Purchaser whether on the
premises of the Purchaser or elsewhere. This Section 9 shall not apply to
any proprietary, confidential or secret information which at the time of
disclosure to Developer, is generally available to the public, or becomes
available to the Developer in writing on a non-confidential basis from a
third party, provided such third party does not have any duty to Purchaser
to keep such information confidential. In the event of a violation,
contravention, breach or threatened breach of this Section 9 by the
Developer, the Purchaser shall be entitled to both temporary and permanent
injunctive relief.
SECTION 10 DEFAULT
(1) Developer shall have the right to terminate this Agreement by written
notice to Purchaser if:
(a) the Purchaser becomes bankrupt or insolvent, or files any proposal or
makes any assignment for the benefit of creditors;
(b) a receiver is appointed for any of the property of the Purchaser;
(c) an order is made for the winding up of the Purchaser; and
(d) the other party makes a sale in bulk of all, or substantially all, of
its assets.
(2) If a party is in default of any term of this Agreement (such party being
the "DEFAULTING PARTY"), the other party shall give the Defaulting Party
notice requiring the Defaulting Party to remedy the default within a
specified time of not less than 30 days. If, prior to the elapse of the
specified time, the Defaulting Party does not remedy the default or submit,
to the other party, a plan for remedying the default that is acceptable to
the other party, the other party may terminate this Agreement forthwith for
cause by notice to the Defaulting Party to that effect.
(3) If the Developer terminates this Agreement as a result of the Purchaser
being in default of the payment of the Purchase Price, the Purchaser shall
remain liable for payment for the Software accepted by the Purchaser under
this Agreement prior to termination by the Developer. To the extent that
the Purchaser has not fully paid for such Software up to the date of
termination, the amount that was to have been paid in subsequent monthly
payments in Section (5)(a) shall be deemed, immediately prior to the
Developer's termination of this Agreement, to have become due and
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payable to the Developer. The Purchaser shall, immediately following the
date of termination, pay to the Developer all amounts payable for such
Software.
(4) The provisions of clauses (2) and (3) are without prejudice to any other
rights either party may have against the other party, in law or in equity.
(5) If the Purchaser defaults on any payment it is required to make pursuant to
Section 5 hereof and does not remedy such default within 30 days of the
date upon which it receives a notice from the Developer advising it of such
default, all ownership rights in and to the Software revert back to the
Developer. Purchaser, however, will have ownership to use the COM DLL
indefinitely for Satellite installations performed to date.
(6) Sections 5(a) and 8 survive termination of the Agreement.
SECTION 11 DEVELOPER TO BE INDEPENDENT CONTRACTOR.
The parties agree that the Developer is an independent contractor and that
it is not an employee or agent of the Purchaser and this Agreement shall
not create any partnership, joint venture, employer/employee,
principal/agent, master/servant or any other relationship between the
Purchaser, on the one hand and the Developer, on the other, except that of
independent contractor.
SECTION 12 MISCELLANEOUS.
(1) Any notice, direction or other communication to be given under this
Agreement shall be in writing and given by delivering it or sending it by
email or other similar form of recorded communication addressed:
(i) to the Purchaser at:
0000 Xxxxxx Xxxxxx
Xxxxxxxx X
Xxxxx Xxxx, XX
00000
XXX
Attention: Xxxxx Xxxxxxx
Telephone: 000-000-0000
Email: xxxxxxxx@xxxxxxxxx.xxx
with a copy to:
Xxx & Xxxxxxx LLP
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxx
Telephone: 000-000-0000
Email: xxx@xxxxxx.xxx
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(ii) to the Developer at:
000-000 Xxxxxxxxxxx Xx
Xxxxxx, XX
X0X 0X0
Xxxxxx
Attention: Xxxxx Xxxxx
Telephone: 000-000-0000
Email: xxxxxx@0xxxxx00.xxx
-------------------
With a copy to:
Stikeman Elliott LLP
00 X'Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxx
X0X 0X0
Xxxxxx
Attn: Xxxxx Xxxxxxxx
Telephone: 000.000.0000
Email: xxxxxxxxx@xxxxxxxx.xxx
Any such communication shall be deemed to have been validly and effectively
given (i) if personally delivered, on the date of such delivery if such
date is a business day and such delivery was made prior to 4:00 p.m.
(Ottawa time) and otherwise on the next business day, or (ii) if
transmitted by email or similar means of recorded communication on the
business day following the date of transmission. Any party may change its
address for service from time to time by notice given in accordance with
the foregoing and any subsequent notice shall be sent to such party at its
changed address.
(2) This Agreement may only be amended, supplemented or otherwise modified by
written agreement signed by the Developer and the Purchaser.
(3) No waiver of any provisions of this Agreement shall be deemed to constitute
a waiver of any other provisions (whether or not similar); nor shall such
waiver be binding unless executed in writing by the party to be bound by
the waiver. No failure on the part of the Developer or the Purchaser to
exercise, and no delay in exercising any right under this Agreement shall
operate as a waiver of such right; nor shall any single or partial exercise
of any such right preclude any other or further exercise of such right or
the exercise of any other right.
(4) This Agreement constitutes the entire agreement between the parties with
respect to all of the subject matter hereof and the parties acknowledge and
agree that its execution has not been induced by, nor do either of the
parties rely upon or regard as material, any representations or writings
whatsoever not incorporated and made a part of this Agreement. This
Agreement supersedes any prior agreements understandings, negotiations and
discussions, whether oral or written, between the parties.
-11/19-
(5) The Purchaser and the Developer agree to do such things, attend such
meetings and to execute such further documents and assurances as may be
deemed necessary or advisable from time to time in order to carry out the
terms and conditions of this Agreement in accordance with its true intent.
(6) Neither the Purchaser nor the Developer shall sell, transfer, assign or
otherwise dispose of this Agreement or any of its rights and obligations
hereunder at any time without the prior written consent of the other party.
A change of control shall be deemed an assignment. For the purposes of this
Agreement, a change of control is defined as and one of the following
events: (a) Xxxxx Xxxxx selling a majority of his shares in the Developer,
(b) Developer selling or transferring all or substantially all of the
assets of the Developer, or (c) Xxxxx Xxxxx resigning or otherwise leaving
his position as officer of Developer.
(7) This Agreement shall be binding upon and enure to the benefit of the
Purchaser, the Developer, and their respective heirs, executors, legal
personal representatives, successors and permitted assigns.
(8) If any provision of this Agreement is determined to be illegal, invalid or
unenforceable, in whole or in part, that provision shall be severed from
this Agreement and the remaining provisions shall continue in full force
and effect.
(9) This Agreement shall be governed by and interpreted and enforced in
accordance with the laws the State of California and the federal laws of
the United States.
(10) This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
(11) The division of this Agreement into Sections and the insertion of headings
are for convenient reference only and are not to affect its interpretation.
(12) The schedules attached to this Agreement shall, for all purposes of this
Agreement, form an integral part of it. The expression "Schedule" followed
by a letter or number mean and refer to the specified Schedule attached to
this Agreement as may be amended from time to time in accordance with this
Agreement.
(13) This Agreement is subject to the approval of Purchaser's Board of Directors
and the consent of the Lead Investor pursuant to the attached Consent.
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IN WITNESS WHEREOF this Software Development Agreement has been executed by
the parties as of the date first above written.
PIONEERING INNOVATION INC.
By: /s/ Xxxxx Xxxxx
-------------------------------------
Xxxxx Xxxxx
-------------------------------------
RAPIDTRON INC.
By: /s/ Xxxx Xxxxx
-------------------------------------
Xxxx Xxxxx, President
& Chief Executive Officer
-------------------------------------
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SCHEDULE "A"
SOFTWARE DESCRIPTION
DEFINITIONS
"Third Party Vendor" is defined as the company who owns the Host Software.
"Host Software" is defined as the software application being used by the
customer to perform membership verification and other functions; contains the
membership database or access to the membership database.
"Satellite" is defined as an Axess AG (of Salzburg, Austria) barcode and/or
smart card reader. Each Satellite has a unique IP address that can be assigned
on installation, and changed if required.
DESCRIPTION
The COM DLL is an in-process component object model dynamic link library. It
allows the Host Software to receive and return data to the Satellite. The COM
DLL must be compiled into the Host Software. The COM DLL must be instantiated
for each Satellite and told what the IP address and gate number of the
Satellite. The COM DLL will then create a TCP/IP communication link to the
Satellite. This link remains open until the Host Software requests the Satellite
be shut down or the TCP/IP connection is lost.
BASIC FUNCTIONALITY
A Satellite is installed in a fitness club (or other venue requiring access
control), attached to a network, controlled by a server. The IP address of the
Satellite is transparent from Satellite to the server. The server controls the
Satellite at the club. A member swipes a card at the Satellite; the COM DLL
picks up the swipe information and transfers it to the Host Software. The COM
DLL then raises an event which the Host Software picks up and is provided with
the member ID. The COM DLL then awaits a confirmation. The Host Software will
verify the member ID and return to the COM DLL allow/deny entry, and any
messages, sounds and lighting sequence to display on the Satellite.
SCHEDULE "B"
SPECIFICATIONS
CURRENT VS. NEW SETUP
The current setup:
Satellite TaReaderSrv ECM DLL
O<------------->O<------------->O<------------->O<------------->O
| |
-----------------------
| |
| Need Local |
| PC |
| |
-----------------------
New setup:
COM
Satellite DLL
O<------------------------------------------------------------->O
The existing setup has 5 connection points: The Satellite is connected to the
Communication Box which is connected to a local PC. The PC contains the ECM
software which uses the TaReaderSrv software to communicate to the Satellite.
The ECM also communicates to the Third Party Vendor software (typically through
a DLL, but other methods are possible). This setup has 5 major software and
hardware connection points.
The new setup has 2 connection points: a Satellite connected to the server
(containing the Host Software and COM DLL). The new setup eliminates two pieces
of hardware and two pieces of software; Communication Box & local PC, and,
TaReaderServer (TaReaderSrv) and the ECM.
The new setup will work for many different system setups, such as: local PC
application, server-hosted application, and server-distributed application. The
COM DLL should also work on the major types of local area and wide area
networks.
The COM DLL will be able to read both barcode cards and RF smart cards. For RF
smart cards, the COM DLL will be upgraded, if necessary, to read the ChipID
number as well as a membership number stored on the card if and only if the
ChipID memory location is made available to the Developer.
PROGRAMMING ENVIRONMENTS SUPPORTED
The COM DLL has been successfully integrated into software build in the
following development environments:
- Visual Basic 6
- Visual Xxxxx.xxx
- Microsoft C++
- Visual FoxPro
OPERATING SYSTEMS SUPPORTED
The COM DLL will function in Windows 98, Windows 2000, Windows NT, and Windows
XP.
Other operating systems such as Linux and Unix may support the COM DLL, but the
Developer offers no support or guarantees that a successful installation in such
an environment is achievable.
SCHEDULE "C"
PHASES
PHASE 1: DEVELOPMENT AND TESTING
The COM DLL has been developed in Microsoft Visual C++ as a component object
model dynamic link library to interface the Third Party Vendor's software with
the Purchaser Satellite as per the specifications in Schedule "B".
To test the COM DLL it was integrated into a Third Party Vendor's software. The
integration was then setup in a live environment to read from and reply to the
Purchaser Satellite.
Two Third Party Vendors were chosen to complete the testing of the COM DLL: BNW
Software (venue for live environment test was UCLA) and CMR Computer (venue for
live environment test was a Xxx Xxxxxxxxx fitness club). Both sets of
integrations and test installations were successful.
Deliverables:
- Development of COM DLL as per Schedule B specifications
- Successful integration of COM DLL with two Third Party Vendors
- Successful installation of Satellite controlled by COM DLL through
Third Party Vendors' software
PHASE 2: INTEGRATION
"Integration" is defined as the COM DLL being included in a Third Party Vendor's
software which will allow that software to receive data from the Satellite and
return a response to the Satellite.
Each Third Party Vendor will be provided:
- testing of the Integration using Rapidtron's designated test
reader(s).
- the COM DLL and any existing supporting documentation and examples
- three (3) hours of support by phone and/or email to resolve technical
questions concerning the integration of the COM DLL
If more then three (3) hours are required to support the integration for any
given Third Party Vendor, then the Purchaser shall be notified immediately that
more time is required. The Purchaser must provide permission to the Developer to
proceed with a xxxx rate of seventy five US dollars per hour (US$75/hour).
Term: Duration of this Agreement.
PHASE 3: INSTALLATIONS
"Installation(s)" is defined as a Purchaser Satellite installed at a venue which
uses the Third Party Vendor's software with the COM DLL integrated. An
installation is deemed successful when the Satellite can transmit the data it
reads to the Third Party Vendor's software and the software can reply back to
the gate and allow or deny entry with the selected lighting, sound and text.
Support: None. The Developer supports Integration and not Installations. If
there is a problem with the installation, the Third Party Vendor must be
contacted.
PHASE 4: POST-AGREEMENT SUPPORT
The Developer shall provide its services to support the COM DLL at a rate of
seventy five US dollars per hour (US$75/hour) for a minimum of two (2) years
following the termination of this agreement.
The Developer shall have the right to limit this support to a maximum of forty
(40) hours per month. If additional monthly support is required, the Developer
may use standard charge rates at its discretion.
Schedule D
Com DLL
(through 12/22/2003)
-----------------------------------------------------------------------------------------------------------
COMPANY CONTACT VENUE # OF SATELITES
-------------------------------- -------------------------------- ------------------- ------------------
Custom Design System Xxxx Xxxxx, Xxxxx Xxxxxxx COM DLL Text file 2/Gold's San Mateo
-------------------------------- -------------------------------- ------------------- ------------------
CSI Xxxxxxxx Xxxx, Xxxxx XxXxxxx, COM DLL - 8-Oct-03 1
Tai Law, Xxxxx XxXxxx
-------------------------------- -------------------------------- ------------------- ------------------
ASF International Xxxx Xxxxxxx COM DLL - 1-Oct-03 -
-------------------------------- -------------------------------- ------------------- ------------------
Aphelion Xxxxx Xxxxx COM DLL - 11-Jul-03 3
-------------------------------- -------------------------------- ------------------- ------------------
CMR Computer (Hemelgarn) Xxxxx Xxxx COM DLL - 3-Sep-03 1
-------------------------------- -------------------------------- ------------------- ------------------
Korean Xxxx Xxx COM DLL - 24-Sep-03 0
-------------------------------- -------------------------------- ------------------- ------------------
Powerhouse Gym COM DLL - 24-Sep-03 0
-------------------------------- -------------------------------- ------------------- ------------------
Redbud Software Xxxxxxx Xxxx COM DLL - 18-Jun-03 0
-------------------------------- -------------------------------- ------------------- ------------------
BNW Software Xxxx Xxxx COM DLL - 9-Sep-03 1
-------------------------------- -------------------------------- ------------------- ------------------
In-touch USA Xxxx Xxxxxxx (tech), Xxx Xxxxxxx COM DLL - 26-Jun-03 0
-------------------------------- -------------------------------- ------------------- ------------------
RTP Xxxx Xxxxxxxxx COM DLL - 11-Aug-03 tbd
-------------------------------- -------------------------------- ------------------- ------------------
AMC Computer Corp. Xxx Xxxxxxxx COM DLL - 22-Oct-03 0
-------------------------------- -------------------------------- ------------------- ------------------
Twin Xxxx Xxxxxx Irish COM DLL - 26-Oct-03 1
-------------------------------- -------------------------------- ------------------- ------------------
Fox Valley Xxxx Xxxxxxx COM DLL - 10-Dec-03 0
-----------------------------------------------------------------------------------------------------------
CONSENT
Ceres Financial Limited, a British Virgin Island company, hereby consents to the
foregoing Software Development Agreement to which this Consent is attached,
including the issuance of the shares of common stock of Rapidtron, Inc., a
Nevada corporation, to Developer as an Award under the 2003 Stock Plan.
CERES FINANCIAL LIMITED,
a British Virgin Island company
By:/s/ X. Xxxxx
--------------------------------
Its:
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