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Exhibit 10
PAYMENT AGREEMENT
THIS PAYMENT AGREEMENT ("Agreement") is entered into this 18 day of
October, 2000 by and between Nexland, Inc. (Nexland), a Delaware corporation and
Smerwick, Ltd, Taiwan Branch, the a Taiwan branch office of Smerwick, Ltd.
("Smerwick"), a Hong Kong corporation.
WHEREAS, Nexland is indebted to Smerwick in the amount of $486,441 (the
"Debt") as of the date of this Agreement; and
WHEREAS, Smerwick desires to be compensated by Nexland with shares of
Nexland's common stock in the manner and on the terms set forth below; and
WHEREAS, Nexland desires to pay Smerwick with shares of its common
stock.
NOW, THEREFORE, it is hereby agreed as follows:
1. PAYMENT OF SHARES. In payment and complete satisfaction of the
Debt except as set forth in Paragraph 4, below, Nexland shall
issue to Smerwick, simultaneously with the execution of this
Agreement, 500,000 shares of Nexland's common stock (the
"Shares").
2. REGISTRATION OF SHARES. Nexland shall, as soon as practicable,
but in no event later than sixty (60) days from the date of
this Agreement, register the Shares with the United States
Securities and Exchange Commission by filing an appropriate
S-1 Registration Statement.
3. OPTION TO REPURCHASE. Nexland, shall have the option, at
anytime prior to Smerwick's sale of all the Shares, to
repurchase any of the Shares owned or controlled by Smerwick
in accordance with the following procedures:
(a) Nexland shall send notice to Smerwick, in writing,
that it intends to exercise its option to repurchase
the Shares.
(b) Smerwick shall advise Nexland of the number of Shares
that it owns on the date it receives the notice and
the total net amount Smerwick had received from the
sale of the Shares prior to the date of notice(such
shares being referred to hereafter as the "Sold
Shares" and any unsold shares referred to hereafter
as the "Remaining Shares").
(c) Within two (2) business days thereafter, Nexland
shall pay to Smerwick, the amount of the Debt less
the net amount received by Smerwick from the Sold
Shares and Smerwick shall take whatever actions are
necessary and appropriate to transfer the Remaining
Shares to Nexland.
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(d) At anytime following the registration of the Shares,
if Smerwick receives an amount from the sale of the
Shares equal to, or greater than the amount of the
Debt, Smerwick shall immediately remit to Nexland,
any amount that it received in excess of the Debt
and/ or transfer to Nexland any Remaining Shares.
4. REMAINING BALANCE. If Smerwick has disposed of all of the
Shares and the net proceeds received by Smerwick from the sale
of the Shares is less than the amount of the Debt, then
Smerwick shall notify Nexland that it has sold all of the
Shares and advise Nexland of the amount of the shortfall,
along with the appropriate documentation evidencing Smerwick's
net proceeds of sale. Notwithstanding anything contained
herein to the contrary, Nexland agrees that it shall be
indebted to Smerwick for the amount of the shortfall. Nexland
and Smerwick agree to, at that time, enter into good faith
negotiations for the terms of repayment of the shortfall.
5. NOTICES. All notices to be given hereunder shall be sent by
overnight document delivery service (i.e. FedEx or DHL) or by
e-mail at the addresses indicated below:
If to Nexland: Nexland, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxx - 0xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxx'Oca
E-Mail Address: xxxxxxxx@xxxxxxx.xxx
If to Smerwick: Smerwick Ltd. Taiwan Branch
6F1, Xx. 000
Xxx Xxx Xxxxx Xxxx
Xxxxxx, Xxxxxx, X.X.X.
Attention: Xx. Xxxxxxx Xxxxxxx
E-Mail Address:_________________
or at such other address as such party may from time-to-time
designate in writing in accordance with the terms of this
paragraph.
6. ASSIGNMENT. No party shall be entitled to assign this
Agreement or any part thereof without the prior approval of
the other part.
7. APPLICABLE LAW AND JURISDICTION. All disputes arising out of,
or in connection with this Agreement shall be finally governed
under the laws of the State of Florida without regard to its
conflicts of laws provisions and shall be brought exclusively
in state or federal court in Date County, Florida.
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IN WITNESS WHEREOF, the parties hereof have caused their respective
duly authorized representatives to execute this Agreement, effective of the day
and year first written above.
SMERWICK LTD. TAIWAN BRANCH, a
Hong Kong corporation
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Branch Manager
NEXLAND, INC., a Delaware corporation
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President
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