Consulting Agreement dated November 22, 2004 (the “Agreement”)
Exhibit 10.4
January 24, 2006
Insight Corporation
0000 Xxxxxxx Xxxx, Xxxxx X-000
Xxxxxxx, Xxxxxxx 00000
Dear Sirs,
RE:
Consulting Agreement dated November 22, 2004 (the “Agreement”)
Pursuant to paragraph 3 of the Agreement and the instructions of Insight Corporation (“Insight”), DataJungle Software Inc. (“DataJungle” or the “Company”) issued warrants as follows:
Series A
Asian Development Consortium, Inc.
750,000
Series A
Pacific Management Services, LLC
750,000
Series B
Synergistic Affiliates, Inc.
750,000
Series B
Windstar Corporation
750,000
Pursuant to paragraph 12 of the Agreement, we hereby serve notice of our intention to terminate the Agreement, effective immediately, and to retract and to cancel the 1,500,000 Series B warrants issued.
As consideration for arranging for the immediate forfeiture and cancellation of the 1,500,000 Series A warrants, DataJungle shall pay to Insight a total of 305,000 shares of restricted common stock of the Company. These shares have not been registered under the Securities Act of 1933 (the “Act”), and accordingly are "restricted securities" within the meaning of Rule 144 of the Act.
If you are in agreement with the above terms and conditions, please:
1.
sign a copy of this letter and return it to us:
2.
execute the attached Subscription Agreement and return it to us; and
3.
immediately return all of the Series A and Series B warrants for cancellation.
Upon receipt of the above we will immediately provide instructions to our transfer agent to issue the appropriate shares to Insight.
Yours truly,
/s/ Xxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxx
______________________________
______________________________
Name: Xxxxxx X. Xxxxxx
Name:
Xxxxx Xxxxx
Title: President and CEO
Title:
CFO
1
We hereby accept the terms and conditions of this letter on this 24th day of January 2006.
Insight Corporation
_____________________________
Name: /s/ Xxxxxxx Laser
Title: Vice President
Asian Development Consortium, Inc.
Pacific Management Services, LLC
______________________________
_____________________________
Name:
/s/ Xxxxxxx Laser
Name: /s/ Xxxxxxx Laser
Title: Vice President
Title: Managing Director
Synergistic Affiliates, Inc.
Windstar Corporation
______________________________
_____________________________
Name:
/s/ Xxxxxxx Laser
Name: /s/ Xxxxxxx Laser
Title: Vice President
Title: Vice President
2
