Exhibit 10.2
November 14, 1997
Atio Corporation (PTY) Ltd.
P. O. Xxx 0000
Xxxxxxx 0000
Xxxxxxxx xx Xxxxx Xxxxxx
Attention: Xxxx Xxxxx
Atio Corporation International, Inc.
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
Xxxx Xxxxxx
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Venturian Software Enterprises, Inc.
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx Xxxxxx
Re: Closing Under Joint Venture Agreement dated October 23, 1997 among Atio
Corporation (PTY) Ltd., Atio Corporation International, Inc., Venturian
Corp., Venturian Software Enterprises, Inc. and Xxxx Xxxxxx
Gentlemen:
Contemporaneously with the execution and delivery of this letter agreement, the
parties to the above-referenced agreement (the "Joint Venture Agreement") are
closing on the transactions contemplated therein. The purpose of this letter is
to set forth certain agreements of such parties in connection with such closing.
Terms used by not otherwise defined in this letter agreement are used in this
letter agreement as defined in the Joint Venture Agreement
The date of the Closing is the date of this letter. However, the parties may
choose to treat the issuance of Shares as effective as of October 1, 1997. If
the parties so agree prior to the issuance of certificates representing the
Shares, such certificates will be dated October 1, 1997.
The License contemplated in the Joint Venture Agreement has been divided into
two documents: a Technology License and Transfer Agreement and a Technology
Development and Support Agreement. The Technology License and Development
Agreement is being entered into contemporaneously with the Closing, but the
Technology Development and Support Agreement
will be prepared and entered into following the Closing, on the terms set forth
in the "Summary of Development Agreement Terms" attached. The parties agree to
prepare the documentation for, execute and deliver such Technology Development
and Support Agreement promptly following the Closing.
In addition, the parties have not yet finalized the Employment Services
Agreement. Promptly following the Closing, the parties shall finalize the
Employment Services Agreement on terms generally consistent with those set forth
in the most recent draft circulated, subject to the comments set forth in the
attached e-mail from Sberkson (and revised to be a true services agreement,
rather than an employment agreement), and execute and deliver the same.
VSI has entered into an agreement with Netcall providing for termination of the
Netcall Agreement and a release of claims in connection therewith. Such
agreement provides for the payment of $300,000 by VSI to Netcall upon the
closing of the transactions contemplated in the Joint Venture Agreement.
Venturian hereby agrees to finance such payment as a capital contribution to VSI
(without any additional shares of VSI's capital stock being issued to Venturian)
by reducing the amount of Post-August Advances VSI is obligated to repay to
Venturian upon the Closing under Section 4.4 of the Joint Venture Agreement.
Section 1.2(a) of the Joint Venture Agreement provides that, of the $3,500,000
to be paid to the Company by Atio (PTY) on behalf of Atio International,
$500,000 was to be paid contemporaneously with the Closing and an additional
$500,000 30 days thereafter. Because of the delay in the Closing, the second of
such two $500,000 payments shall be made as promptly as possible following the
Closing. The remaining amounts shall be paid as set forth in the Joint Venture
Agreement.
If the foregoing accurately sets forth our agreement with respect to the matters
addressed, please countersign this letter agreement where indicated below.
Very truly yours,
VENTURIAN CORP.
By /s/ Xxxx X. Xxxxxxxxx
Its President
AGREED TO AND ACCEPTED:
ATIO CORPORATION (PTY) LTD
By /s/ Xxxx Xxxxx
Its Chief Executive
ATIO CORPORATION INTERNATIONAL, INC.
By /s/ Xxxxxx Xxxxx
Its Chairman
VENTURIAN SOFTWARE ENTERPRISES, INC.
By /s/ Xxxx Xxxxxx
Its President
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
