Exhibit 10.11
[OBJECT OMITTED]
August 23, 1999
Xxxxxx X. Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxxx:
This letter is to confirm our agreement as follows:
1. On or before August 30, 1999, you shall transfer all of your
shares of capital stock in Port Parties, Ltd. (free and clear of
all claims, liens or encumbrances) to Xxxxxxxxxxx.xxx, Inc.
("Intellesale") by sending the following:
(a) the certificate or certificates representing the shares
of capital stock of Port Parties, Ltd. owned by you,
and
(b) a stock power (one is included with this letter).
2. In exchange for your shares and in full satisfaction of all
future obligations to you under the Agreement of Sale, dated
October 21, 1997, as amended, Intellesale will, within 30 days of
the closing of an initial public offering of common stock of
Intellesale (an "IPO"), do the following:
(a) pay you, by check or wire transfer, the amount of
$980,000, and
(b) issue to you shares of common stock of Intellesale
having an aggregate value of $980,000 (such value being
based on the per share offering price of common stock
in the IPO).
3. You must notify the Company your wire transfer information
in case the Company chooses to pay this amount by wire transfer.
4. If an IPO has not occurred by April 1, 2000, then you may
require Intellesale to return to you any shares you transferred
to Intellesale pursuant to Paragraph 1, and this letter agreement
shall terminate with no further obligation of Intellesale or you.
5. After giving effect to the transfer in Paragraph 1, you
represent and warrant that you will not own any equity security
in Port Parties, Ltd.
The share certificates and stock power referred to in Paragraph 1
should be sent by overnight mail to:
Xx Xxxxxxxx
Xxxxxxxxxxx.xxx
0000 Xxx. 000 Xxxxx
Xxxxxxxxxx, XX 00000
Very truly yours,
XXXXXXXXXXX.XXX, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------
Name: Xxxx Xxxxxxx
Title: President
Agreed to and accepted:
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxx
