Exhibit 10.6
AGREEMENT
AGREEMENT, dated as of May 11, 1999, between MATRIX VEHICLE TRACKING (PTY)
LTD., a South African corporation ("Matrix"), and TECHNOR INTERNATIONAL, INC., a
Nevada corporation ("Technor").
W I T N E S S E T H:
WHEREAS, Matrix operates end-user applications based on the tracking
technology licensed from Wasp International (Pty), Ltd. ("Wasp") and has
significant unique experience in working with the technology;
WHEREAS, Matrix has used the tracking technology in making over 15,000
installations in South Africa, and has gained considerable knowledge and
experience in marketing and installing the tracking technology;
WHEREAS, Technor is acquiring the tracking technology and related
intellectual property rights; and Technor is marketing the tracking technology
throughout the world;
WHEREAS, Matrix has provided, and has agreed to continue to provide,
Technor with certain technical advice and expertise in connection with the
marketing, installation and practical implementation of the tracking technology
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants and
representations contained herein, the parties hereby agree as follows:
SERVICES TO BE PERFORMED BY MATRIX.
(a) Matrix will make available to Technor, its subsidiaries and their
respective employees, agents and affiliates: (i) technical manuals;
(ii) procedures and diagrams for installation and implementation of the
technology; (iii) training materials; (iv) control room procedures and
training; (iv) uplifting procedures and training; (v) marketing and
promotional materials; (vi) competitive information and strategies;
(vii) technology marketing strategies; (viii) product delivery, methods,
innovations and packaging; and (ix) procedures and contacts with insurance
companies. Documentation, procedures and processes referred to in this
clause, will be only in reference to the Wasp technology.
(b) Matrix will allow Technor, its subsidiaries and their respective
employees and agents and affiliates, upon reasonable prior notice, access
to its site for reference and training purposes. Matrix will also allow
Technor and its invited guests to visit and review the Matrix installations
for marketing, training and verification purposes.
(c) Upon request by Technor, Matrix will use its reasonable endeavors to
assist Technor in promoting the CellPoint technology system outside of
South Africa.
(d) Upon request by Technor, Matrix will use its reasonable endeavors to
assist Technor in establishing relationships, on behalf of Technor, with
operators, potential joint venture partners, insurance companies and other
potential users of the tracking technology and potential investors outside
of South Africa. It is recorded that Technor should have no claim against
Matrix if the "relationships" referred to do not occur.
The services outlined herein, which Technor may call upon Matrix to perform
from time to time, are to be paid for by Technor or its subsidiaries at
Matrix's direct cost.
Technor will assure that any third party receiving confidential information
from Matrix will be bound by the same confidentiality agreement signed
between Matrix and Technor.
RELATIONSHIP WITH WASP. Technor acknowledges and agrees that Matrix played
a role in the introduction of Technor and Wasp to each other.
ISSUANCE OF TECHNOR SHARES.
(a) In consideration of the foregoing, the receipt and sufficiency of which
is hereby acknowledged by Technor, Technor agrees to issue to Matrix an
aggregate of 250,000 shares (the "Shares") of Common Stock of Technor,
which shares shall be deemed to be validly issued and fully-paid and
non-assessable. The shares should be issued to Matrix, or its nominee if
instructed within 14 days of the signature date, on or before June 15,
1999.
(b) Matrix hereby acknowledges and agrees that (i) the issuance of the
Shares shall satisfy all obligations which Technor may have incurred to
Matrix in connection with the services (including, but without limitation,
the services of Matrix in introducing Technor to Wasp) heretofore provided
by Matrix, and that Technor shall have no other liabilities with respect
thereto; and (ii) the Shares have not been registered under the Securities
Act of 1933, as amended, of the United States of America (the "Securities
Act"), or applicable state securities laws, and accordingly are regarded as
"restricted securities" which may only be sold, pledged, encumbered,
assigned or otherwise
transferred upon registration under the Securities Act and such applicable
state securities laws or the availability of an exemption from such
registration.
(c) Matrix also further acknowledges and agrees that it is a condition
precedent to the issuance of the Shares to Matrix that (i) the agreement
between Technor and Wasp regarding sale of Wasp to Technor is signed, and
(ii) the agreement between Wasp and Matrix regarding exclusive use of the
technology in RSA is signed.
GOVERNING LAW. This Agreement shall governed by and construed in accordance
with the laws of the State of Nevada of the United States of America.
DURATION OF AGREEMENT: This Agreement shall be valid for 3 years from the
signing date.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
MATRIX VEHICLE TRACKING (PTY) LTD.
By: Xxxxxx Xxxx, CEO
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TECHNOR INTERNATIONAL, INC.
By: Xxxxx Xxxxxxxxxx, CEO
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