Exhibit 99.3
Strategic Alliance Agreement
This Strategic Alliance Agreement ("Agreement") is entered into by and
between E-City Software, Inc., a Nevada corporation ("E-City") and On Alert
Systems, Inc., a Nevada corporation ("On Alert") effective this 23rd of May,
2003.
Preamble
E-City has developed a 3D computer mapping technology for use by
municipal, state and federal governments as well as private industry for a
variety of mapping applications, including gunshot detection technology. E-City
has attempted in the past to identify and negotiate a strategic alliance with a
company having such gunshot detection technology, but was unable to do so. Due
to economic consequences of the September 11th terrorist attacks, a longer than
anticipated sales cycle and a lack of cash reserves, E-City substantially ceased
its operations in August, 2002. E-City chief executive Xxxx Xxxxx is no longer
able, for outside business reasons, to devote significant time and effort to
creating new opportunities for E-City. E-City has significant indebtedness and
no cash resources. In an effort to enhance shareholder value and to provide the
opportunity for growth and revenue enhancement to benefit E-City shareholders
and creditors, Mr. Jessa has identified and negotiated a strategic alliance with
On Alert to provide management expertise, leadership in gunshot detection
technology, assistance with repurposing E-City's existing technological
resources and sufficient capital to allow E-City to settle an existing
commercial dispute and to provide the possibility through the alliance, on a
going forward basis, that E-City creditors might have an opportunity to be
repaid.
On Alert has management expertise, domain knowledge in the gunshot
detection area, a technology in gunshot detection that can be used to enhance
the value of E-City's 3D computer mapping technology, and sufficient capital to
allow E-City to settle its existing commercial dispute.
Therefore, the Parties have resolved as follows:
1. E-City will sell to On Alert and On Alert agrees to buy 35,000,000 common
shares of E-City stock in exchange for strategic cooperation, management
expertise and a payment of $40,000 to Xxxxxxxxx.xxx, Inc., an E-City
customer with whom E-City has a commercial dispute. E-City and On Alert
also agree to cooperate with each other to enhance the mutual possibilities
of sales of their combined technology in the gunshot detection and computer
mapping markets. Although the Parties have not yet decided precisely what
form this cooperation will take, they will use their best efforts to reach
a mutually beneficial cooperative solution.
2. E-City covenants, warrants and represents that:
a. It is a corporation under the state of Nevada in good standing.
b. Appendix A hereto is a complete and accurate list of all debts of
E-City.
c. There are no outstanding warrants, options or other rights to purchase
common stock.
d. E-City has 10,130,000 shares of common stock outstanding as of the date
hereof. No preferred stock is authorized or outstanding.
e. There are no legal, regulatory, or governmental proceedings against
E-City and none have been threatened except as stated in Appendix A.
f. Other than the payment of outstanding invoices due to the E-City's
auditors for services rendered, there are no disagreements or
outstanding issues of any kind related to the annual audit of E-City
and E-City knows of no reason why the audit may not be completed in a
timely fashion with the exception of outstanding fees.
3. On Alert covenants, warrants and represents that it is a Nevada corporation
in good standing and that it has the authority to enter into this binding
Agreement.
4. The parties acknowledge that Nevada law will govern this Agreement and that
this Agreement contains their complete understanding with respect to the
matters discussed herein. This Agreement may be signed in counterparts,
together which shall constitute a complete and binding instrument.
In Witness Whereof, the Parties duly affix their signatures hereto as
of the date first marked above.
On Alert Systems, Inc.
BY: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chief Executive Officer
E-City Software, Inc.
BY: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Chief Executive Officer
Appendix A
to
Strategic Alliance Agreement
Total Outstanding Indebtness of E-City Software: $140,500
Outstanding Legal or Regulatory Issues:
Judgment in favor of former employee Xxxx Xxxxx for breach of
contract against E-City. Amount: $22,500.
