EXHIBIT 10.10
SET OFF AGREEMENT
THIS AGREEMENT is made on the 2nd day of February, 2000.
B E T W E E N:
TGI Technologies Ltd., a corporation incorporated under the laws of
the province of British Columbia, Canada, with its principal offices
located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
("TGI")
- and -
POPstar Global Communications Inc., a corporation incorporated undet
the laws of the British Virgins Islands with its principal offices
located at X.X. Xxx 0000, XXXX Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
("POPstar-BVI")
- and -
POPstar Communications, Inc., a corporation incorporated under the
laws of the State of Nevada, the United States of America, with its
principal offices located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx ("POPstar")
- and -
xxxxxxxx.xxx (BVI) Limited., a corporation incorporated under the laws
of the British Virgin Islands whose registered address is Akara
Building, 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay I, Road Town, Tortola, the
British Virgin Islands ("netalone").
RECITALS:
A. Netalone has agreed to subscribe for certain shares in the capital of
POPstar;
B. POPstar-BVI is a wholly owned subsidiary of POPstar;
C. POPstar-BVI and TGI are parties to a certain licensing agreement dated as
of the 11th day of January, 1999, as amended by a certain amendment
agreement dated the 24th day of August, 1999 (the "Licensing Agreement")
pursuant to which TGI has agreed to exclusively license certain core
software to POPstar-BVI;
D. TGI has issued in favour of POPstar-BVI a promissory note in the aggregate
amount of US$1,000,000 dated the 30th day of March, 1999 (the "Promissory
Note");
E. POPstar has agreed to cause TGI to set off any amounts owing by POPstar-BVI
to TGI pursuant to provisions of the Licensing Agreement against amounts
which may be owing by TGI to POPstar-BVI pursuant to provisions of the
Promissory Note; and
F. In consideration of the purchase of the subscription shares by netalone,
POPstar has agreed to cause POPstar-BVI to enter into this agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements hereinafter contained, the parties covenant and agree
with one another as follows:
1. TGI covenants and agrees that POPstar-BVI may, at any time and from time to
time, set off any amounts owing to TGI pursuant to provisions of the
Licensing Agreement against any amounts owing by TGI to POPstar-BVI
pursuant to provisions of the Promissory Note. All such amounts owing to
POPstar-BVI shall be credited by POPstar-BVI as payment of the Promissory
Note and the principal amount outstanding and owing by TGI to POPstar-BVI
under the Promissory Note shall be reduced accordingly.
2. The foregoing provision shall be without prejudice to the rights of payment
of POPstar-BVI pursuant to the provisions of the Promissory Note and shall
be notwithstanding any provisions to the contrary contained in the
Licensing Agreement. Other than as amended by this agreement, the Licensing
Agreement shall remain in full force of effect, and amended provided that
in the event that there is any conflict between the terms of the Licensing
Agreement or of the Promissory Note and this agreement, the terms of this
agreement shall prevail and be binding upon the parties.
3. This agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.
4. This agreement may be executed by the parties in separate counterparts,
each of which, when so executed and delivered (including by facsimile)
shall be an original, and all of which when taken together shall together
constitute one and the same instrument. This agreement will not be binding
upon any party until it has been executed by each of the parties (including
by facsimile) and delivered to all other parties.
IN WITNESS WHEREOF the parties have duly executed this agreement this 2nd
day of February, 2000
TGI TECHNOLOGIES LTD.
By: /s/ Xxxxxxxx Xxx
-----------------------------------
Xxxxxxxx Xxx
-----------------------------------
Title: Chairman
-2-
POPSTAR GLOBAL COMMUNICATIONS INC.
By: /s/ Xxxxxxxx Xxx
-----------------------------------
Xxxxxxxx Xxx
-----------------------------------
Title: Director
POPSTAR COMMUNICATIONS, INC.
By: /s/ Xxxxxxxx Xxx
-----------------------------------
Xxxxxxxx Xxx
-----------------------------------
Title: Chairman
XXXXXXXX.XXX (BVI) LIMITED
By: /s/ [illegible]
---------------------------------
Director
---------------------------------
Title
-3-
