AGREEMENT FOR TERMINATION OF
ALLIANCE AND LICENSE AGREEMENT
This Agreement for Termination of Alliance and License
Agreement ("Agreement") is made effective as of May 9, 2002
("Effective Date"), by and between Othnet, Inc. a Delaware
corporation ("Othnet") and Savage Beast Technologies
Incorporated. a California corporation ("Savage Beast").
Except as otherwise provided herein, capitalized terms shall
have the same meaning as designated in the License Agreement.
WHEREAS the parties hereto have entered into that certain
Alliance and License Agreement dated as of April 9, 2001
("License Agreement"), and
WHEREAS the parties hereto have determined it to be in their
mutual best interest to terminate the License Agreement subject
to the terms and conditions hereof; and
NOW THEREFORE in consideration of the mutual agreements
contained herein, the parties agree as follows:
1. Termination. Effective as of the Effective Date hereof, the
parties agree that the License Agreement shall be terminated,
and neither party shall have any further rights or obligations
thereunder, except as herein provided.
2. Rights and Obligations Surviving Termination. The
termination designated above shall include termination of
rights and obligations designated in Section 12.5 as surviving
termination of the License Agreement, except rights and
obligations as provided in Sections 3, 7, 8, 14, 15 (except for
Section 15.1.2 as described below) and 16.
3. Termination Amount. In consideration for its agreement to
the termination of the License Agreement pursuant to the terms
hereof, Othnet shall pay Savage Beast the sum of Eighty
Thousand Dollars ($80,000) ("Termination Amount") in ten (10)
installments consisting of (a) a payment of Twenty Thousand
Dollars ($20,000) due as of the Effective Date hereof and (b)
commencing on June 5, 2002, nine (9) payments of Six Thousand
Six Hundred Sixty Seven Dollars ($6,667) due on the fifth (5th)
day of each calendar month after the Effective Date until paid
in full. The date of payment of the final installment
hereunder, which shall not occur later than February 5, 2003,
shall be the "Final Payment Date."
4. Conditional Survival of Anti-Dilution Rights. Savage Beast
shall have no rights to issuance of common stock of Othnet
other than the fifty thousand (50,000) Othnet Shares which have
been issued pursuant to Section 15.1.2 of the License
Agreement, provided however, that in the event Othnet fails to
pay the entire Termination Amount at or before the Final
Payment Date, then, in the event that Othnet sells or has sold
shares of its common stock at a Reduced Price, Othnet shall
promptly issue to Savage Beast the number of shares of common
stock of Othnet which Othnet would have been required to issue
to Savage Beast pursuant to Section 15.1.2 of the License
Agreement if the License Agreement had not been terminated.
5. Return or Destruction of Proprietary Information. At or
before the Final Payment Date, pursuant to Section 12.3 of the
License Agreement, the parties shall have returned, or with the
other party's consent, destroyed all Proprietary Information
and other materials for delivered or furnished to such party.
6. Further Assurances. The parties hereto agree to execute
such further documents and take such further actions as shall
be required to carry out the terms of this Agreement.
7. Miscellaneous. This Agreement shall be governed by, and
construed and interpreted in accordance with, the internal laws
of the State of California, without giving effect to any
conflict of law provisions. This Agreement may not be amended,
supplemented or modified nor may the obligation of the parties
be waived, except by an instrument in writing signed by each of
the parties hereto. This Agreement may be executed in any
number of counterparts each of which when so executed shall be
deemed an original and all of which counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
OTHNET, INC.
By: /s/ Xxxxxxx Xxxxxxx
Its CEO/Pres
SAVAGE BEAST TECHNOLOGIES INCORPORATED
By: /s/ Xxxx Xxxxx
Its CEO
