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Exhibit 10.14
[INTELLESALE LETTERHEAD]
December , 1999
Xxxx Xxxxx
c/x Xxxxxxx Re-Marketing
0000 Xxxxxxxxx Xx.
Xxxxxx, XX 00000
Dear Xxxx:
This letter is to confirm our agreement as follows:
1. On or before December 30, 1999, you shall transfer all
of your shares of capital stock in Norcom Resources
Incorporated (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 Norcom Resources
Incorporated owned by you, and
(b) a stock power (one is included with this letter).
2. In exchange for your shares and in full satisfaction
(except as provided in Paragraph 6) of all future obligations
to you under the Agreement of Sale, dated March 27, 1997 (the
"Agreement"), 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 $90,000, and
(b) issue to you shares of common
stock of Intellesale having an aggregate value of
$90,000 (such value being based on the per share
offering price of common stock in the IPO).
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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 February 25, 2002, then
you may require Intellesale, by delivery of written notice, to
pay you $180,000 in cash within 30 days of receipt of such
notice and all obligations to you hereunder or under the
Agreement will terminate (except as provided in Paragraph 6).
5. After giving effect to the transfer in Paragraph 1, you
represent and warrant that you will not own any equity
security in Norcom Resources Incorporated and you waive any
right of first refusal or other right to acquire equity in
Norcom Resources Incorporated.
6. This letter shall not modify any obligation of Applied
Digital Solutions to grant to you stock options as provided in
the Agreement.
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:_________________________
Name:
Title:
Agreed to and accepted:
By:_________________________
Xxxx Xxxxx
