AGREEMENT TO SETTLE OUTSTANDING DISPUTES BETWEEN DLMC/GLOBAL AND MACK MAHMOOD
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Exhibit
10.1 | ||
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Digital
Learning Management Corporation
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇,
▇▇▇▇▇. ▇▇▇▇▇ (▇▇▇)
Phone:
(▇▇▇) ▇▇▇-▇▇▇▇; Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇.▇▇▇ |
AGREEMENT
TO SETTLE OUTSTANDING DISPUTES BETWEEN DLMC/GLOBAL AND ▇▇▇▇
▇▇▇▇▇▇▇
This
Agreement is made between ▇▇▇▇ ▇▇▇▇▇▇▇ and (hereafter referred to as “▇▇▇▇”),
and Digital Learning Management Corporation and Global Computer Systems, Inc.,
(hereafter referred to as “DLMC or GLOBAL or Company” as the context
requires).In consideration of the promises hereafter set forth, both ▇▇▇▇ and
DLMC agree as follows:
| 1. |
VAR
AGREEMENT.
The Company agrees that it will offer a non-exclusive Value Added Reseller
(“VAR”) opportunity to ▇▇▇▇ ▇▇▇▇▇▇▇ as an individual or to a Business
Entity registered by ▇▇▇▇ ▇▇▇▇▇▇▇. This standard DLMC VAR agreement is to
include a provision allowing ▇▇▇▇ ▇▇▇▇▇▇▇ or his new company the right to
purchase 10 (ten) Units (any model ) of the Company’s Virtual University
Appliance System at a 60% discount off the published list price . For all
such Purchases Company will extend up to 90 days payment terms to ▇▇▇▇
▇▇▇▇▇▇▇ or the company owned by ▇▇▇▇ ▇▇▇▇▇▇▇ upon approval of the credit
of his End-customers and its payment to ▇▇▇ ▇▇▇▇▇▇▇ as a security. The
price allowance will be valid for 12 months from signing this agreement.
The agreement will be automatically renewed fro another 12 months in the
event ▇▇▇▇ or his designate company is not able to sell ten units in the
first 12 months. If for any of the first 10 units, a sale is facilitated
by ▇▇▇▇ ▇▇▇▇▇▇▇ directly for the Company, the Company will pay ▇▇▇▇
▇▇▇▇▇▇▇ 60% commissions on that sale. |
| 2. |
SALE
OF FURNITURE, EQUIPMENT AND INVENTORY.
The Company agrees to sell for $1 (One dollar) all furniture, fixtures,
inventory and equipment (collectively hereafter referred to as ‘items”)
that the Company removed from Global’s Irvine facility and items not
removed from the said facility which are in possession of ▇▇▇▇ ▇▇▇▇▇▇▇
personally. DLMC/Global will issue a ▇▇▇▇-of-Sale of these items to ▇▇▇▇.
▇▇▇▇ will be permitted to store these items at no charge at DLMC’s Mariner
Building Warehouse located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ as
long as the current owners of the Mariner Building have ownership control
of that facility. |
| 3. |
IDEMNIFICATION
ON UNION BANK LOAN/CREDIT LINE.
▇▇▇▇ agrees that he will Indemnify and hold harmless DLMC for any guaranty
and undertaking which was provided by DLMC to ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ for the
Union Bank Credit Line Loan under the transaction in which DLMC purchased
all Global stock from Aslam Ali and ▇▇▇▇, pursuant to an agreement dated
April 30, 2004.. |
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Digital
Learning Management Corporation
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇,
▇▇▇▇▇. ▇▇▇▇▇ (▇▇▇)
Phone:
(▇▇▇) ▇▇▇-▇▇▇▇; Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇.▇▇▇ |
| 4. |
PROSOFT
ACCOUNT & OTHER SALES LEADS.
Upon signing of the VAR agreement, the Company will offer ▇▇▇▇ an Account
Management option to manage the Company’s VU Appliance Sales relationship
with ProSoft. ▇▇▇▇ ▇▇▇▇▇▇▇ has the choice to take up this option if he so
desires and is available to do so. The terms of said option will be in
accordance with the terms of the VAR agreement to be signed under
paragraph 1 of this agreement. The Company will offer a 20% commission to
▇▇▇▇ for the sales, sales support, training and other services provided by
the Company to ProSoft and ProSoft customers. ▇▇▇▇ agrees to make
reasonable and demonstrable efforts and make himself available to support
the Company’s efforts to close the transactions either directly or with
the Company’s assistance and complies with the terms of the VAR Agreement.
All commissions will be paid to ▇▇▇▇ by the Company no later than 15
working days after collection of the funds from such
Sales. |
| 5. |
SALES
LEADS: In
an effort to assist ▇▇▇▇ with his VAR efforts, the Company agrees to pass
on to ▇▇▇▇ certain ‘hot leads’ where product has not yet been sold to the
customer by the Company. The Company acknowledges that ▇▇▇▇ may have
generated some such leads prior to his disengagement with the Company. The
Company will make reasonable efforts to provide him with those leads
first. |
| 6. |
PAYMENT
OF PAST DUE RENT.
The Company agrees to execute a settlement Agreement for payment of two
months of past due rent for the Irvine facility (Global’s rented facility)
to the Landlord of that facility in accordance with the stipulation and
settlement agreement to be signed simultaneously with this
agreement. |
| 7. |
SUBSTITUTION
OF STOCK CERTIFICATES ISSUED BY DLMC.
The Company agrees to instruct Pacific Stock Transfer Co to exchange
100,000 DLMC Common Stock certificate previously issued to ▇▇▇▇ for a new
certificate evidencing ▇▇▇▇’▇ ownership of 100,000 DLMC stock. This stock
will have endorsed on it that the shares are subject to restriction as are
applicable by SEC regulations in force at the time of this agreement. This
should be done within 3 days of signing of this
document. |
|
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Digital
Learning Management Corporation
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇,
▇▇▇▇▇. ▇▇▇▇▇ (▇▇▇)
Phone:
(▇▇▇) ▇▇▇-▇▇▇▇; Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇.▇▇▇ |
7.
RETURN OF COMPANY OWNED PROGRAMS AND DATA: At the
time of signing this agreement, ▇▇▇▇ agrees to return to the Company all
Financial Data, Business and Sales Data, Licensed Programs and any other Company
information in his possession either in hard-copy format or Digital Format
stored on his hard drive, CD on other Company property.
8.
GUARANTY AND UNDERTAKING: By
signing this agreement, DLMC acknowledges that they will Indemnify and hold
harmless ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ for any Global liabilities which were
incurred after April 30, 2004 and further state that ▇▇▇▇ ▇▇▇▇▇▇▇ and Aslam Ali
will not be required to pay any liabilities of Global which Global might
continue to incur till such a time that ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ are removed
as officers from the Global corporation.
9.
STATEMENT
OF INFORMATION: DLMC agrees that it will cause GLOBAL to file with the Secretary
of State a Statement of Information removing Aslam Ali and ▇▇▇▇ ▇▇▇▇▇▇▇ as
officers of GLOBAL.
10.
It is the
intent of the parties that by consummation of this agreement all disputes
between DLMC/Global and ▇▇▇▇ and Ali shall be resolved and the parties agree
that if the terms of this agreement are adhered to neither party will commence
any legal action against the other. All parties further agree to execute any
further documents as may be reasonably required to carry out the purpose and
intent of this agreement. Any such documents if presented by the Company shall
be executed without unreasonable delays.
| Executed on May 2, 2005 | ||
| Dated: ___ May 2, 2005 |
BY: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
| ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| DIGITAL LEARNING MANAGEMENT CORPORATION | ||
| AND GLOBAL COMPUTER SYSTEMS, INC. | ||
| Dated: ___ May 2, 2005 |
BY: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, President |