Exhibit 10.2
ACCOUNTS PAYABLE DEFERRAL AGREEMENT
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Recitals:
a. Pursuant to a Reorganization and Stock Purchase Agreement dated as of October
15, 2002 and effective as of October 24, 2002 (the "Agreement"), Soyo, Inc., a
Nevada corporation ("Soyo Nevada"), became a wholly-owned subsidiary of Vermont
Witch Xxxxx Company, a Nevada corporation ("VWHC").
b. Soyo Nevada was previously a wholly-owned subsidiary of Soyo Computer, Inc.,
a Taiwan company ("Soyo Taiwan").
c. Soyo Nevada is a distributor of computer parts and components provided by
Soyo Taiwan.
d. VWHC subsequently changed its name to Soyo Group, Inc. ("Soyo Group").
e. In conjunction with the transaction in which Soyo Nevada became a
wholly-owned subsidiary of Soyo Group, Soyo Taiwan acquired shares of
convertible preferred stock of Soyo Group ("Convertible Preferred Stock").
f. Soyo Nevada owed Soyo Taiwan approximately US$20,000,000 on open account as
of October 24, 2002 for the purchase of computer parts and components.
g. The parties hereto inadvertently neglected to include in the Agreement a
payment deferral on a portion of the amount owed to Soyo Taiwan by Soyo Nevada
as of October 24, 2002.
The parties hereto desire to amend the Agreement to include the following
provisions:
1. Soyo Taiwan hereby agrees to defer the payment of US$12,000,000 due it by
Soyo Nevada.
2. Soyo Taiwan hereby agrees to treat the US$12,000,000 as an unsecured,
non-interest bearing, long-term payable, due and payable on December 31, 2005.
3. Soyo Taiwan hereby acknowledges and agrees that it will not be entitled to
any additional consideration for the deferral of the US$12,000,000.
4. The parties hereto agree that this Accounts Payable Deferral Agreement shall
be deemed effective as of October 24, 2002, upon the execution by all of the
parties denoted below.
Additional provisions:
1. The parties hereto agree that this Accounts Payable Deferral Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same document. For
purposes of execution of this Accounts Payable Deferral Agreement, a document
signed and transmitted by facsimile machine or telecopier shall be treated as an
original document.
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2. This Accounts Payable Deferral Agreement shall be construed and enforced in
accordance with the laws of the State of California. The prevailing party in any
dispute shall be entitled to reimbursement for reasonable attorney's fees and
costs.
Acknowledged and Approved:
Soyo Group, Inc.
(formerly known as
Vermont Witch Xxxxx Company)
By: /s/Xxxxx Xxx
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Title: CEO
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Soyo, Inc.
By: /s/ Xxxxx Xxx
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Title: CEO
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Soyo Computer, Inc.
By: /s/Xxxx Xxx
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Title: President
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