EXHIBIT 10.22
AGREEMENT
This Agreement ("Agreement"), is entered into this 30 day of April,
2002 (the "Execution Date"), by and between I.T. Technology, Inc. a Delaware
corporation (the "Company"), the Company's wholly-owned subsidiary, Bickhams
Media, Inc. , a Delaware corporation ("Bickhams"), ROO Media Corporation, a
Delaware corporation ("ROO"), Xxxxx Consulting, Inc., a New York corporation
("PCI"), and Xxxxxx Xxxxx, an individual ("Xxxxx").
RECITALS
WHEREAS, pursuant to an agreement dated July 30, 2001 by and
among ROO, Xxxxx, PCI and the Company, Bickhams was granted a one year option to
acquire, for no additional consideration, 25% of the equity capital of ROO on a
fully diluted basis (the "Bickhams Option");
WHEREAS, ROO delivered to the Company a Heads of Agreement executed by
Xxxxx, ROO and PCI (the "Xxxxx Group") dated on or about November 7, 2001
pursuant to which the Company would acquire all of the assets of ROO (the
"HoA");
WHEREAS, since the delivery of the HoA the Company and the Xxxxx Group
have been evaluating the feasibility of consummating the transactions
contemplated by the HoA;
WHEREAS, upon the consummation of the transactions contemplated by the
HoA, the HoA contemplated that all existing agreements between the Company and
the Xxxxx Group would be terminated;
WHEREAS, on November 7, 2001 Xxxxx and the Company entered into a Loan
Agreement pursuant to which Xxxxx agreed to loan to the Company no less than
$40,000 (US) and such greater amount as the parties may agree to provide working
capital to support ROO's activities (the "Loan Agreement");
WHEREAS, pursuant to the Loan Agreement Xxxxx has lent to the Company
$50,000 (US) (the "Loan") and in addition there have been expenses incurred of
approximately $16,500 (US) as set forth in Exhibit "A" attached hereto and made
a part hereof (the "Expenses");
WHEREAS, since November, 2001 PCI has provided Xxxxx'x services to the
Company as its Chief Executive Officer, President and a Director and has also
provided the services of Xxxxxxx Xxxxxxx ("Neistat") to the Company as Vice
President-Marketing and a Director;
WHEREAS, since November 7, 2001, ROO has operated from the Company's
headquarters located in Melbourne, Australia and has entered into
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arrangements and been working in conjunction with two subsidiaries of the
Company, I.T. Technology Pty Ltd trading as Streamcom ("Streamcom") and
XxxxxXxxx.Xxx Networks, Inc. ("VideoDome") pursuant to which ROO has utilized
VideoDome and Streamcom to service agreements entered into by ROO with third
party providers of content (the "Reseller Arrangements");
WHEREAS, the Company and the Xxxxx Group have agreed that it would be
mutually beneficial for the Xxxxx Group to operate separately and at arm's
length from the Company and VideoDome and in connection therewith for Xxxxx and
Neistat to resign all positions they respectively hold with the Company,
VideoDome, or any other subsidiary of the Company and to terminate all
agreements between the Xxxxx Group and the Company and its affiliates, except
for the agreements contained in the July 30, 2001 Agreement between the Xxxxx
Group and the Company (the "Xxxxx Group Agreement"), as modified by the terms
hereof, the Option Agreement dated July 30, 2001 between Xxxxx and the Company
(the "Xxxxx Option") and the Option Agreement dated July 30, 2001 between ROO
and the Company (the "ROO Option"); and
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, the Company, the Xxxxx Group and Bickhams each agree as
follows:
1. Termination of Agreements, Xxxxx Group Agreement.
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(a) Effective as of the date hereof, except for the Xxxxx Option, the
ROO Option and the Xxxxx Group Agreement, as modified by the terms hereof, or
expressly provided elsewhere herein, the parties hereto acknowledge and agree
that the HoA, the Loan Agreement and all other agreements, contracts
arrangements of any nature whatsoever, between such parties (the "Xxxxx
Agreements"), whether written or oral, shall be terminated and of no further
force or effect and the respective parties to such agreements shall have no
further obligations to one another thereunder.
(b) The Xxxxx Group Agreement shall remain in full force and effect
except that the last sentence of Section 1 thereof shall be deleted and of no
further force or effected, the Additional Consultancy Services during Renewed
Consultancy Period pursuant to Section 2 of the Xxxxx Group Agreement shall be
deemed to be terminated as of the date hereof and Xxxxx shall have no further
obligations to the Company under such Section 2. In addition, the second
sentence of Section 4 shall be deleted and replace by the provisions of Section
4 below.
(c) In connection with the termination of the HoA, ROO shall continue
to own all of the assets owned by it as of November 7, 2001 and or additions,
modifications or augmentations thereto since such date; provided, however, the
Company Property as set forth in Section 7(a) below shall remain the property of
the Company Entities.
2. Exercise of the Bickhams Option. Bickhams, the Company and the Xxxxx
Group hereby expressly agree, that effective as of the date hereof, Bickhams
shall have
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assigned to the Company all of its rights with respect to the Bickhams Option,
as such term was defined in Section 5 of the Xxxxx Group Agreement, and the
Company shall have hereby exercised such Bickhams Option hereby acquiring 25% of
ROO's equity stock, on a fully-diluted basis (the"ROO Equity"). The Xxxxx Group
agrees to promptly deliver to the Company stock certificates evidencing the ROO
Equity.
3. Transfer of the Loan; Payment of Expenses. Effective as of the date
hereof, Xxxxx hereby agrees that all obligations with respect to the Loan shall
be transferred to ROO and the Company and its affiliated parties shall be
released and discharged from any and all further obligations with respect to the
Loan or pursuant to the Loan Agreement. The Company agrees to pay the Expenses.
4. Relocation of ROO. The Company and the ROO Parties agree that the
ROO Parties shall be entitled to continue to occupy and utilize the Company's
facilities located at 00-00 Xxxx Xxxx, Xxxxxxx 0000, Xxxxxxxxx, Xxxxxxxx,
Xxxxxxxxx (the "Facilities") on a rent free basis for a period not to exceed
thirty (30) days from the date of this Agreement. In connection with the
foregoing the ROO Parties agree to vacate and to remove from the Facilities on
or before the expiration of the aforementioned thirty (30) day period all of the
personal property and equipment owned or leased by the ROO Parties and return
all property and equipment owned by the Company and/or its subsidiaries.
5. Resignation of Xxxxx. Effective as of the date of this Agreement,
Xxxxx hereby resigns from all positions with the Company, Bickhams, VideoDome,
Xxxxxxxxxx.xxx, Inc and Streamcom and such companies' respective subsidiaries
and affiliates (the "Company Entities"), including but not limited to all
positions as a consultant, employee, officer and/or director of the Company
Entities. In connection with the foregoing, Xxxxx hereby resigns as a Chairman
of the Board, a director, the CEO and president of the Company.
6. Reseller Arrangements. The Company agrees to cause VideoDome and /or
the Company to continue to service ROO upon mutually agreeable terms and
conditions recognizing the limitations of ROO's currently limited financial
resources. The Company further agrees to cause VideoDome and/ or the Company to
enter into good faith negotiations with respect to the compensation structure
with respect to Reseller Arrangements entered into after the date hereof. In
this regard the Company will seek to insure that ROO has access to the services
provided by VideoDome and/or the Company; provided that the terms are
economically feasible to such parties. ROO acknowledges and agrees that
VideoDome and/or the Company shall be entitled to increase the rates charges to
ROO for the services to market rates over a reasonable mutually agreed upon
period of time.
7. Intellectual Property, Protection of Confidential Information.
-------------------------------------------------------------
(a) Except for the ROO Property set forth in Exhibit "B" attached
hereto and made a part hereof which shall be property of ROO, as between the
Company
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Entities, on the one hand, and the Xxxxx Group, on the other hand, each
project, production and all material pertaining to Xxxxx'x services as a
consultant, officer or director of any of the Company Entities, all material
acquired or developed by the Company Entities, all material of any nature
whatsoever created, written, composed, prepared, supervised, submitted or
interpolated by Xxxxx, and all projects, productions, material and results,
products and proceeds thereof (including, but not limited to, all material of
any nature whatsoever created, written, composed, prepared, supervised,
submitted or interpolated by and Xxxxx) or any portion or element thereof are
and automatically shall become the sole and exclusive property of the Company
(including, but not limited to, all original ideas in connection therewith) as
works-made-for-hire by Xxxxx within the course and scope of Xxxxx'x services for
the Company Entities hereunder (the "Company Property"). As between the Company
Entities, on the one hand, and the Xxxxx Group, on the other hand, Company shall
have the sole and exclusive right in perpetuity, throughout the universe, in its
sole and absolute discretion, to sell, use, license and otherwise exploit each
such Company Property, without any obligation or liability to the Xxxxx Group of
any kind or nature whatsoever, by any means, method or medium, whether now known
or hereafter devised. All of the results, products and proceeds relating to the
Company Property is the sole and exclusive property of Company and Company
shall, solely for this purpose, be the author thereof as Xxxxx'x
employer-for-hire. All rights granted or agreed to be granted to Company
hereunder shall vest in Company immediately and shall remain perpetually vested
in Company, its successors or assigns, whether this Agreement expires in its
normal course or is terminated for any reason whatsoever. If the Company at any
time desires to secure separate assignments with respect to any of the
foregoing, Xxxxx shall duly execute, acknowledge and deliver the same upon the
Company's request therefor; it being expressly agreed, however, that all rights
herein granted or agreed to be granted to the Company shall vest in the Company
whether or not any such separate assignment is requested by Company or executed
and delivered by the Xxxxx Group. The Xxxxx Group shall not transfer or purport
to transfer any right, title, privilege or interest in or to any of the results,
products or proceeds of the Xxxxx Group's services to the Company Entities
hereunder with respect to the Company Property, or any of the Company's rights
or property, to any other person or authorize or willingly permit any person to
infringe in any way upon any of the Company's Property, and the Xxxxx Group
hereby authorizes the Company, and concurrently herewith agree, to authorize the
Company, in the applicable Xxxxx Group's name, or otherwise to institute any
proper legal proceedings to prevent such infringement.
(b) The Xxxxx Group covenants and agrees that neither they nor Xxxxx
will at any time reveal, divulge or make known to any person, firm or
corporation any information, knowledge or data of a proprietary nature relating
to the business of the Company Entities or any of their affiliates which is not
or has not become generally known or public. The each of the Xxxxx Group, as the
case may be shall hold, in a fiduciary capacity, for the benefit of the Company
Entities, all information, knowledge or data of a proprietary nature, relating
to or concerned with, the operations, customers, developments, sales, business
and affairs of the Company Entities and their affiliates which is not generally
known to the public and which is or was obtained by the Xxxxx Group prior to the
date of this Agreement. The Xxxxx Group recognizes and
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acknowledges that all such information, knowledge or data is a valuable and
unique asset of the Company Entities and accordingly agree not to discuss or
divulge any such information, knowledge or data to any person, firm,
partnership, corporation or organization other than to the Company Entities, its
affiliates, designees, assignees or successors or except as may otherwise be
required by the law, as ordered by a court or other governmental body of
competent jurisdiction, or in connection with the business and affairs of the
Company Entities.
(c) The Company Entities covenant and agree that they will not, at any
time reveal, divulge or make known to any person, firm or corporation any
information, knowledge or data of a proprietary nature relating to the business
of any member of the Xxxxx Group or any of their affiliates which is not or has
not become generally known or public. Each of the Company Entities shall hold,
in a fiduciary capacity, for the benefit of the Xxxxx Group, all information,
knowledge or data of a proprietary nature, relating to or concerned with, the
operations, customers, developments, sales, business and affairs of the Xxxxx
Group and each of their affiliates which is not generally known to the public
and which is or was obtained by the Company Group prior to the date of this
Agreement, except that the Company Entities shall be entitled to utilize such
information, knowledge or data in the operation of their businesses (i) as
provided by Exhibit B hereto or (ii) the to the extent that such information,
knowledge or data has been utilized by the Company Entities prior to the date
hereof in the operation of their businesses.
8. Xxxxx Group's Releases. Except as expressly provided elsewhere
herein, the ROO Parties individually and on behalf of their respective agents,
attorneys, assigns, transferees, predecessors in interest, successors in
interest, under the Securities Exchange Act of 1934, as amended), subsidiaries,
joint venturers, partners, and their respective employees, officers, directors,
heirs, legatees, executors, administrators, attorneys, accountants,
representatives, and servants (collectively, the "Related Parties") hereby
releases and absolutely and forever discharges the Company Entities and their
respective Related Parties from, and any and all and all liabilities, demands,
claims, actions, causes of action, judgments, assessments, levies, losses,
costs, damages, deficiencies, taxes, fines or expenses (whether or not arising
out of third party claims), including, without limitation, interest, penalties,
reasonable attorneys' fees and expenses, and all amounts paid in investigation,
defense or settlement of any of the foregoing (collectively, "Losses"),Losses
which Executive has, owns or holds, or at any time heretofore had, owned or
held, or may hereafter have, own or hold based upon or related to any fact,
thing, act, event, happening, inaction or omission occurring or existing at any
time prior to and through the date of this Agreement respect to the Company
Entities including but not limited to (a) the Xxxxx Agreements, (b) Xxxxx'x
services as a consultant to and officer and director of the Company, and (c) any
other services rendered by any member of the Xxxxx Group to the Company Entities
(hereinafter referred to as the "Xxxxx Group's Released Matters").
Notwithstanding the foregoing, the Company Entities acknowledge and agree that
the ROO Option and the Xxxxx Option shall remain in full force and effect in
accordance with their respective terms.
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9. Applicability of California Civil Code Section 1542. The Xxxxx Group
waives and relinquishes all rights and benefits afforded by Section 1542 of the
Civil Code of State of California with respect to the Xxxxx Group's Released
Matters. The Xxxxx Group understands that the facts with respect to the releases
contained in this Agreement may hereinafter turn out to be other than or
different from the facts in that connection now known or believed by the Xxxxx
Group to be true; and the Xxxxx Group hereby accepts and assumes the risk of the
facts turning out to be different and agrees that this Agreement shall be and
remain in all respects effective and not subject to termination or rescission by
virtue of any such difference in facts.
Section 1542 of the Civil Code of the State of California reads as
follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
10. Representations, Warranties and Further Agreements. The parties
hereto hereby represent and warrant and further agree as follows:
(a) Each member of the Xxxxx Group, jointly and severally represent
and warrant that ROO and PCI are each duly organized, validly existing
corporation in good standing in the States of Delaware and New York,
respectively; the Xxxxx Group are free to enter into this Agreement and to
grant the rights herein granted; this Agreement has been duly authorized
and is enforceable against the Xxxxx Group in accordance with its terms;
the ROO Shares are duly authorized, validly issued, fully paid,
non-assessable and represent 25% of the equity capital of ROO on a
fully-diluted basis.
(b) The Company and Bickhams, jointly and severally represent and
warrant that the Company and Bickhams are each duly organized, validly
existing corporation in good standing in the States of Delaware; the
Company and Bickhams are free to enter into this Agreement and to grant the
rights herein granted; this Agreement has been duly authorized and is
enforceable against the Company and Bickhams in accordance with its terms;.
11. Arbitration.
(a) With the exception of the Company Entities' right to enforce the
provisions found in Sections 7, 11(i) and 11(j) of this Agreement pursuant
to Section 12(e) hereof, any dispute, controversy or claim arising out of,
relating to, or in connection with, this Agreement or the Xxxxx Group
Agreement or the breach, termination or validity thereof, shall be finally
settled by arbitration conducted in accordance with this Section. The
arbitration shall be conducted in accordance with
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the rules of the American Arbitration Association (the "AAA") in effect at
the time of the arbitration, except as they may be modified herein or by
mutual agreement of the parties. The seat of the arbitration shall be Los
Angeles, California. Each party hereby irrevocably submits to the
jurisdiction of the arbitrator in Los Angeles, California and waives any
defense in an arbitration based upon any claim that such party is not
subject personally to the jurisdiction of such arbitrator, that such
arbitration is brought in an inconvenient forum or that such venue is
improper.
(b) The arbitration shall be conducted by one arbitrator, who shall be
appointed by the AAA. The arbitrator shall have the authority only to
enforce the legal and contractual rights of the parties and shall not add
to, modify, disregard, or refuse to enforce any contractual provision.
There shall be no pre- arbitration discovery. The parties acknowledge and
agree that by entering into this Agreement they are agreeing to this
arbitration provision and are waiving all rights to a trial by jury. The
arbitral award shall be in writing and shall be final and binding on the
parties. The award shall include an award of costs, including the fees and
costs of the arbitrators and reasonable attorneys' fees and disbursements
in accordance with the arbitrator's view of the merits of the parties'
respective positions in the dispute. The arbitrator shall be authorized to
award monetary damages only. No award by the arbitrator shall include
punitive damages or any form of injunctive relief or specific performance.
Judgment upon the award may be entered by any governmental authority having
jurisdiction thereof or having jurisdiction over the parties or their
assets.
(c) CONSENT TO ARBITRATION. BY INITIALING IN THE SPACE BELOW, YOU ARE
AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
"ARBITRATION" PROVISION OF THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS
PROVIDED BY THE LAWS OF THE STATE OF CALIFORNIA AND YOU ARE GIVING UP ANY RIGHTS
YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY
INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO
DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE
"ARBITRATION" PROVISION OF THIS AGREEMENT. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE LAWS OF THE STATE OF CALIFORNIA. YOU AGREE THAT YOUR
AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION" PROVISION OF THIS
AGREEMENT TO NEUTRAL ARBITRATION.
COMPANY INITIALS JT
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BICHHAM'S INITIALS JH-
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XXXXX'X INITIALS RP
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ROO'S INITIALS RP
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12. Miscellaneous.
(a) Nothing contained herein shall constitute a partnership between, or joint
venture by, the parties hereto or constitute any party as the agent of the
other. No party shall hold itself out contrary to the terms of this subsection,
and no party shall become liable for the representation, act or omission of the
other contrary to the provisions hereof. This Agreement is not for the benefit
of any third party and shall not be deemed to grant any right or remedy to any
third party whether referred to herein or not. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Neither this Agreement nor any rights arising hereunder
may be assigned or pledged by the Xxxxx Group.
(a) This Agreement may not be modified, altered or amended except by an
instrument in writing signed by the parties hereto.
(b) This Agreement shall be construed in accordance with the laws of the State
of California.
(d) Nothing in the Agreement is intended to require or shall be construed as
requiring any party hereto to do or fail to do any act in violation of
applicable law. If any provision of this Agreement is invalid or enforceable,
the remainder of this Agreement shall nevertheless remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall, nevertheless, remain in full force and
effect in all other circumstances.
In the event of a breach or threatened breach by any of the Xxxxx Group of any
of their obligations under Sections 7, 12(i) or 12(j) hereof, the Xxxxx Group
acknowledge that the Company Entities may not have an adequate remedy at law and
therefore it is mutually agreed between the Xxxxx Group and the Company Entities
in addition to any other remedies at law or in equity which the Company Entities
may have, the Company Entities shall be entitled to seek in a court of law
and/or equity a temporary and/or permanent injunction restraining the Xxxxx
Group from any continuing violation or breach of this Agreement.
(c) Any notice to the Company Entities required or permitted hereunder
shall be given in writing to the Company, either by personal service,
facsimile, telecopier or, if by mail, by registered or certified mail
return receipt requested, postage prepaid, duly addressed to the
Secretary of the Company at its then principal place of business with a
copy to Xxxxx X. Xxxxxx, a Professional Corporation, at Jeffer,
Mangels, Xxxxxx & Xxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxx, 00xx Xxxxx,
Xxx Xxxxxxx, XX 00000 thru September 1, 2002 and to Xxxxx X. Xxxxxx, a
Professional Corporation, at Jeffer, Mangels, Xxxxxx & Xxxxxxx, LLP,
1900 Avenue of the Stars 0xx Xxxxx, Xxx Xxxxxxx, XX 00000, thereafter.
Any such notice to the Xxxxx Group shall be given in a like manner, and
if mailed shall be addressed to Xxxxxx Xxxxx 0X Xxxxxxxxxx Xxx
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Xxxxxxx Xxxx Xxx Xxxxxxxxx. For the purpose of determining compliance
with any time limit herein, a notice shall be deemed given on the third
business day following the postmarked date, if mailed, or the date of
delivery if personally delivered or delivered by telex or telecopier.
(f) A waiver by either party of any term or condition of this Agreement or any
breach thereof, in any one instance, shall not be deemed or construed to be a
waiver of such term or condition or of any subsequent breach thereof.
(h) The paragraph and subparagraph headings contained in this Agreement are
solely for convenience and shall not be considered in its interpretation.
(i) The parties agree that they shall not issue any announcement or press
release relating, directly or indirectly, to the transactions contemplated
hereby unless such announcement or release is mutually agreed to by each of the
parties hereto. In addition, no party shall in any way make disparaging remarks
or impugn the integrity, ability or actions of any other party. Notwithstanding
the foregoing, the Xxxxx Group acknowledge and agree that the Company is
required by law to put out a press release regarding this Agreement and the
resignations of Xxxxx as an officer and director. Furthermore, the Xxxxx Group
acknowledges and agrees that the Company shall be able to release such
information as is required to fulfill its disclosure obligations under the
United States securities Laws.
(j) Xxxxx agrees to execute all documents and take such other actions as may be
reasonably necessary to assist the Company in its discharging its reporting
obligations under the securities laws or to any other regulatory agencies, or in
any judicial or administrative proceeding with respect to the period of time
during which Xxxxx served as an officer and director of the Company.
(k) This Agreement may be executed in one or more counterparts, each of which
shall constitute an original.
(l) The Xxxxx Group acknowledges that the Company Entities have advised the
Xxxxx Group to seek the advice of legal counsel in connection with the
Xxxxx Group's rights with respect to this Agreement. In connection with
the foregoing, the parties hereto acknowledge that the Company Entities
have been represented by their outside counsel, the firm of Jeffer,
Mangels, Xxxxxx & Marmaro LLP ("JMBM") in connection with the
negotiation, documentation and execution of this Agreement. The Xxxxx
Group further acknowledges and agrees that JMBM has represented only
the interests of the Company Entities in connection with this Agreement
and has not represented the Xxxxx Group.
(m) The Xxxxx Group represents and agrees that they have carefully read and
fully understand all of the provisions of this Agreement and are
voluntarily entering into this Agreement. This Agreement set forth the
entire agreement and understanding of the parties hereto with respect
to the subject matter hereof and thereof and supersede any and all
prior agreements, arrangements and
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understandings among the parties hereto and thereto, including but not
limited any and all Xxxxx Agreements.
***SIGNATURES FOLLOW ON NEXT PAGE***
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
COMPANY:
I.T. TECHNOLOGY, INC.
a Delaware corporation
/s/ YAM-HIN TAN
--------------------------------------------
By: Yam-Hin Tan
Its: Chief Financial Officer
BICKHAMS MEDIA, INC.
/s/ XXXXXXXX XXXXXX
--------------------------------------------
By: Xxxxxxxx Xxxxxx
Its: CEO
XXXXX CONSULTING, INC.:
/s/ XXXXXX XXXXX
--------------------------------------------
By: Xxxxxx Xxxxx
Its: PRESIDENT
ROO MEDIA CORPORATION:
/s/ XXXXXX XXXXX
--------------------------------------------
By: Xxxxxx Xxxxx
Its: President and Chief Executive Officer
XXXXXX XXXXX
/s/ Xxxxxx Xxxxx
--------------------------------------------
AGREED TO AND ACCEPTED AS TO SECTION
6 AND 7 ABOVE ONLY THIS 30TH DAY OF APRIL, 2002.
XXXXXXXXX.XXX NETWORKS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------
Its: Chief Executive Officer
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EXHIBIT A
XXXXX EXPENSES
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- $1920 COMMUNICATION EXPENSES
- $695 SALES FORCE PAYMENTS
- $5900 TRAVEL/HOTEL EXPENSES FOR RECENT TRIP
- $8000 SALES CONSULTING FEES PAYABLE TO XXXX XXXXXXX FOR MARCH
AND APRIL
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EXHIBIT B
ROO PROPERTY
ROO Web Site
ROO Domain Names (xxx.xxxxxxxx.xxx)
ROO Marketing materials*
ROO Business Model concepts*
ROO Contract Forms
ROO Business Plans*
ROO Power Point presentations*
ROO sales contact lists*
Video content and data relating to the above items to the
extent stored on VideoDome platform*
ROO customers and ROO content suppliers in which ROO has a
contract.**
*Provided, however, that to the extent that any of these items
were created, modified or developed during the term of Xxxxx'x
service as Chief Executive Officer and President of the
Company and were utilized by the Company Entities during such
period, the Company Entities shall also have to right to
continue to utilize such items for their own benefit without
any obligation to ROO or Xxxxx.
** Provided however, nothing contained herein shall prohibit
the company entities from doing business with the ROO
customers and content suppliers in the future.
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