EXHIBIT 10.49
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[XXXX, XXXXXX LETTERHEAD]
January 22, 2003
VIA FACSIMILE (000) 000-0000
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Xxxxx X. .Xxxxxxxx
000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Dear Xxxxx:
Per our visit this morning regarding the Patent License Agreement (the
"Agreement"), the Board of Directors of PalWeb Corporation had three comments
which I will. address and if acceptable, we will incorporate into the Agreement
through your signature on this addendum letter as provided for below:
1. Xxxx X. Xxxxxx and/or Xxxx X. Xxxxxx or any affiliate or associate,
immediate family (parent, spouse or child) whether individually, through an
entity or partnership shall not be directly or indirectly an investor, partner,
lender to Xxxxx X. Xxxxxxxx, or any affiliate or relative of his including, but
not limited to Gravity Management and Engineering Group, LLC ("GME Group'") (the
"Licensee") or any sub licensee thereof with. .regard to or in anyway connected
with the Agreement or any business arising out or anyway related to the
Agreement.
2. Pa1Web or its successor will have the option to purchase up to an
80(degree)/O interest in the GME Group for a period of twenty four (24) months
from the date hereof at a multiple of 6 to 8 times (depending on the then
current market multiple) the 12 month trailing EBITDA of the GME Groups
operations but in no event, for less than a minimum purchase price of $500,000.
3. That the parties intent of Article 9 (Option) is to make sure that
PalWeb always has the best price for the purchase of its technology and related
equipment from the GME Group. Accordingly, the GME Group price to Pa1Web
("Pa1Web Price") should recover the GME Group's out of pocket costs, its third
party costs, its engineering time and a 10(degree)/G mark up provided that the
Pa1Web Price is less than any other price for a similar line of equipment within
a twelve (12) month time .frame.
If this is your understanding of the conditions of entering into the Patent
License Agreement with PalWeb Corporation which attached hereto and incorporated
herewith, then please sign in the space provided hereinbelow.
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx
