Exhibit 10.14
October 10, 1996
Xxxxxx Xxxxxxx Xxxx X. Xxxxx
X.X. Xxx 0000 X.X. Xxx 0000
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
Corporate Travel Link, Incorporated Prosoft, Inc.
0000 Xxxxxx Xxxxxx 00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxx Xxxxxx 00000 Xxxxxxxxxx, Xxx Xxxxxx 00000
RE: CONSULTING SERVICES TO BE RENDERED BY PROSOFT, INC.
Dear Sirs:
The purpose of this letter is to set forth the understanding between Genisys
Reservation Systems, Inc. ("Genisys"), Corporate Travel Link, Incorporated, a
wholly owned subsidiary of Genisys ("CTL"), Prosoft, Inc. ("Prosoft"), Xxxxxx
Xxxxxxx ("Xxxxxxx") and Xxxx X. Xxxxx ("Xxxxx") relating to the satisfaction of
certain future financial obligations of CTL to be owed to Prosoft. Attached to
this letter as Exhibit A are the itemized details of a cost proposal which
Prosoft has submitted to CTL to render computer software design and other
consulting services to CTL in connection with the design and development of a
computerized vendor payment system (the "Proposal"). The Proposal has been
accepted by CTL and, pursuant to the Proposal, CTL has agreed to pay Prosoft a
fee of $218,000 for such services. In order to assist CTL in the continued
development of the software for the payment system and in partial satisfaction
of CTL's obligation to pay Prosoft $218,000 for its consulting services as
described above, Xxxxxxx, the current Chairman of the Board and President of
both CTL and Genisys, and Xxxxx, currently a Vice President and Director of both
CTL and Genisys, each hereby agree to transfer 14,533 shares of Genisys common
stock currently owned by them to Prosoft or its designees. In addition to such
transfer of shares of Genisys common stock by Xxxxxxx and Xxxxx, Genisys hereby
agrees to pay Prosoft $109,000 in cash in partial satisfaction of CTL's
obligation to pay Prosoft for its consulting
services as described above. Such cash amount shall be payable by Genisys to
Prosoft no later than thirty (30) days after the later to occur of (i) the date
of consummation of the sale by Genisys of its common stock to the public
pursuant to a prospectus, registration statement or other similar disclosure
document filed with the United States Securities and Exchange Commission in
accordance with applicable securities laws and regulations, or (ii) the earlier
to occur of the date of operation of the payment system or the date of
satisfactory completion of the beta testing of all elements of the payment
system. CTL, Genisys and Prosoft each hereby acknowledge and agree that the
aggregate of 29,066 shares of Genisys common stock to be transferred by Xxxxxxx
and Xxxxx to Prosoft or its designees has a total value of $108,997.50, or $3.75
per share. Prosoft hereby also agrees to accept the 29,066 shares of Genisys
common stock from Xxxxxxx and Xxxxx and the cash payment from Genisys on the
terms and conditions described herein in full and complete satisfaction of the
$218,000 to be owed to Prosoft by CTL. The 29,066 shares of Genisys common stock
to be transferred from Xxxxxxx and Xxxxx to Prosoft or its designees are
hereinafter collectively referred to as the "Genisys Shares". Prosoft
acknowledges that the Genisys Shares (i) will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any state and such Genisys Shares may not be sold, transferred, pledged
or hypothecated to any person or entity unless they have been so registered or
Genisys shall have received an opinion of counsel satisfactory to Genisys to the
effect that registration thereof for purposes of transfer is not required under
the Securities Act, (ii) shall contain a legend stating that such Genisys Shares
have not been registered under the Securities Act or the securities laws of any
state and repeating the restrictions on transferability set forth in clause (i)
above, and (iii) shall be registered in the name of Prosoft or its designees. If
Prosoft requests that the Genisys Shares be transferred to its designees,
Prosoft agrees that such designees shall be required to provide CTL and Genisys
with a written acknowledgement that the Genisys Shares will contain the
restrictions on transferability set forth in the preceding sentence before
Xxxxxxx and Xxxxx shall be required to transfer the Genisys Shares to such
designees. In addition to the restrictions on transferability set forth in the
preceding paragraph, Prosoft hereby agrees that, if (i) Genisys files a
registration statement with the United States Securities and Exchange Commission
to register shares of its common stock in connection with a public offering
within two (2) years after the date of transfer of the Genisys Shares to
Prosoft, and (ii) the underwriter(s) for such public offering so requests,
Prosoft will execute and deliver an agreement, in form and substance reasonably
satisfactory to Prosoft, Genisys and the underwriter(s), pursuant to which
Prosoft will agree not to, directly or indirectly, sell, offer or contract to
sell or grant any option to purchase, transfer, assign or pledge, or otherwise
encumber, or dispose of any of the Genisys Shares (or any securities convertible
into or exercisable or exchangeable for any Genisys Shares) without the prior
written consent of the underwriter(s) for the same period of time after the
effective date of such registration statement as other holders of 5% or more of
the outstanding shares of common stock of Genisys shall have agreed in writing
with such underwriter(s) not to so sell or otherwise transfer or dispose of
their shares of Genisys common stock. If Genisys does not file a registration
statement to register shares of its common stock in connection with a public
offering within two (2) years after the date of transfer of the Genisys Shares
to Prosoft, then Prosoft agrees that, for a period of two (2) years after the
date of transfer of the Genisys Shares to Prosoft, Prosoft will not, directly or
indirectly, sell, offer or contract to sell or grant any option to purchase,
transfer, assign or pledge, or otherwise encumber, or dispose of any of the
Genisys Shares (or any securities convertible into or exercisable or
exchangeable for any Genisys Shares) without the prior written consent of
Genisys. If Prosoft requests that the Genisys Shares be transferred to its
designees, Prosoft agrees that such designees shall be required to execute and
deliver to CTL and Genisys a written agreement whereby such designees agree to
be bound by the terms and provisions of this paragraph before Xxxxxxx and Xxxxx
shall be required to transfer the Genisys Shares to Prosoft's designees.
Very truly yours,
GENISYS RESERVATION SYSTEMS, INC.
By:________________________________
Title:
Acknowledged, agreed and accepted
this _____ day of October, 1996:
________________________
Xxxxxx Xxxxxxx
________________________
Xxxx X. Xxxxx
CORPORATE TRAVEL LINK, INCORPORATED
By:_______________________________
Title:
PROSOFT, INC.
By:_______________________________
Title:
EXHIBIT A
PROSOFT, INC. PAYMENT SYSTEM DEVELOPMENT The following items indicate all of the
systems, subsystems, on-line applications, database design and reporting systems
necessary to support the payment system, as well as their related costs for
development.
Credit Card Authorizations(*) $ 10,000.00
(Real-time, 7 or less days)
Credit Card Authorizations(*) 10,000.00
(Batch, 8 or more days)
NDC Payment Charges (CREDITS)(*) 20,000.00
Chemical Bank EFTs (DEBITS)(*) 20,000.00
On-Line Reporting System 20,000.00
Database Design (Pinnacle)(*) 15,000.00
PNR Trip Charges (OK TO PAY)
Service Provider Bank Information(*) 12,000.00
CTL Entity/Bank Information(*) 3,000.00
Database Design (Pinnacle Payment System)
Payment System Audit Records(*) 15,000.00
Dispute Debit/Credit Records(*) 10,000.00
Applications
Service Provider Bank Information
Maintenance Application(*) 20,000.00
Dispute Debit/Credit Maintenance
Application(*) 22,000.00
Bank Account Cash Flow Forecaster 10,000.00
Service Provider Payment Reporting System(*) 26,000.00
Credit Card Algorithm Validator Program(*) 5,000.00
Total Development Costs: $218,000.00
(*) Indicates
that development must be completed in order to put system into production.
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