EXHIBIT 10.16
THIS AGREEMENT made as of the 30th day of December, 2005.
BETWEEN:
FREE DA CONNECTION SERVICES INC., a corporation organized
and existing under the laws of Delaware (hereinafter referred to
as "FREE DA")
OF THE FIRST PART;
- and -
669158 BC LTD, (hereinafter referred to "Vendor")
OF THE SECOND PART;
- and -
XXXX XXXXXXXXXX (hereinafter referred to as "Taschereau")
OF THE THIRD PART;
- and -
VIA VIS TECHNOLOGIES INC., (hereinafter referred to as "VV")
OF THE FOURTH PART;
WHEREAS:
(1) The parties entered into a series of agreement in December 2004 (herein
after referred to as the "agreements");
(2) FREE DA, the Vendor, Taschereau and VV wish to amend the said agreements
to reflect the changes as indicated below.
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto) the parties make the agreements and acknowledgments
hereinafter set forth:
1. With respect to the IP Purchase and Sale Agreement between 668158 B.C.
Ltd. and Free DA Connection Services Inc.
The parties have agreed to a performance guarantee that the Company will
generate not less than $500,000 in revenue attributable to the IP vended in by
668158 B.C. Ltd. in calendar year 2006 and will grow this revenue by increments
of $500,000 per calendar year over 10 years. The total payment to be made to
668158 BC Ltd. is 2% of gross revenues each year to a maximum of $500,000. If
the performance guarantee is not met, the Company has at is sole discretion, the
option to pay $25,000 at the end of the calendar year to 668158 B.C. Ltd.,
failing which, the title to the IP will be transferred to transferred to 668158
B.C. Ltd.
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2. Xxxx Xxxxxxxxxx Employment Agreement with Free DA Connection Services
Inc.
The parties have agreed to amend Xx. Xxxxxxxxxx'x Employment Agreement to reduce
the 2.5% allowance on cumulative gross revenue of $US 400 million to 2.0%.
Subsequent to $US 400 million of revenue, Xx. Xxxxxxxxxx will be paid 1.0% of
annual gross revenue for any period remaining in the first ten (10) years after
the signing of the original agreement. The allowance shall terminate on June
30, 2015. The allowance during the 10 year period may not be cancelled by
Company for any reason except in the event that all or substantially all of the
assets of the Company are sold. Should such an event take place, the Company
must pay Xx. Xxxxxxxxxx the difference between the total allowances paid to the
Officer and fees paid to 66815 BC LTD under the provisions of the IP Purchase
and Sale Agreement to that date and the sum of 20% of the asset sale price or
$9,800,000, whichever is less.
3. Promissory Note In Favour of ViaVis Technologies Inc.
All parties have agreed to amend the promissory note held by ViaVis Technology
to make twenty four (24) monthly payments of $US 10,000 beginning June 1st,
2006. At the end of 24 months, 0.5% of gross revenues will be paid on a monthly
basis until an additional $US 60,000 is paid to ViaVis.
4. In addition to the above binding changes, all parties also agree to the
following terms and conditions:
5. With respect to the agreements between the parties, all agree that they
shall not deem the others to be in default of any of the agreements they have
entered into as of the signing date of this agreement.
6.
1. This Agreement and the rights and obligations and relations of the
parties hereto shall be conclusively deemed to be made under, and for all
purposes, governed by and construed in accordance with the laws of the Province
of British Columbia and the federal laws of Canada applicable therein (but
without giving effect to any conflict of laws rules).
2. The parties hereto shall with reasonable diligence do all such things and
provide all such reasonable assurances as may be required to modify the said
agreements and consummate the transactions contemplated hereby, and each party
hereto shall provide such further documents or instruments required by the other
party as may be reasonably necessary or desirable to effect the purpose of this
Agreement and carry out its provisions.
3. This Agreement shall be deemed to amend the Share Purchase Agreement
dated December 30th, 2004 in accordance with the terms of the Share Purchase
Agreement. In all other respects (except for amendments necessarily
consequential to those provided for herein) the Share Purchase Agreement dated
December 30th 2004 is in full force and effect, unamended. All capitalized
terms used herein, unless otherwise defined, shall have the meanings ascribed
thereto in the Share Purchase Agreement.
4. This Agreement may be executed in any number of counterparts (whether by
original or facsimile signature) and all such counterparts shall for all
purposes constitute one agreement, binding on the parties hereto, provided each
party hereto has executed at least one counterpart, and each shall be deemed to
be an original, notwithstanding that all parties are not signatory to the same
counterpart.
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IN WITNESS WHEREOF the parties hereto have hereunto duly executed this
Agreement as of the day and year first above written.
FREE DA CONNECTION SERVICES INC. 668158 BC LTD.
----------------------------- -----------------------------
By: Xxx Xxxxxxxxx By: Xxxx Xxxxxxxxxx
Title: CEO Title: President & Sole Director
VIA VIS TECHNOLOGIES INC.
----------------------------- -----------------------------
XXXX XXXXXXXXXX BY : XXXX XXXXXXXXXX,
PRESIDENT & SOLE DIRECTOR
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