EXHIBIT 10.7
Agreement Between TeleVideo Systems, Inc. and TLK, Inc.
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Re: ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ & Henan Province Project
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TeleVideo Systems, Inc. ("TeleVideo") will get:
* 20% ownership of TLK, Inc. ("TLK") in terms of common shares, on a fully
diluted basis, with the existing shareholders (Kong, Torrey, ▇▇▇▇▇▇ and
Frogner) owning 80%. All five (5) shareholders, including TeleVideo, will
have the same kind of shares of stock and enjoy the same rights in terms of
equity distributions and all other potential benefits resulting from being a
shareholder in TLK.
* One seat on the Board of Directors of TLK.
Anti-Dilution:
* ▇▇▇▇ ▇▇▇▇▇▇ of TLK has provided a 6 months budget consistent with a $150,000
investment from TeleVideo. In the event TLK is unable to complete the
anticipated deals within that budget, TeleVideo shall have no direct or
implied responsibility of providing additional funds. Furthermore, if such
additional funds have to be obtained from other sources with the result of
diluting the ownership of the TLK shareholders, TeleVideo shall maintain a
20% ownership in TLK.
TLK, Inc. will get:
* $150,000 in two payments: $100,000 as soon as practicable, but no later than
November 15, 1996 and the remaining $50,000 at the time a Joint Venture
Agreement re: Henan Project is signed.
Other Understandings:
* TeleVideo recognizes that TLK has prior debts that need to be paid at a time
when the company receives more than $300,000 in income. Said debts are
$30,000 to ▇▇▇▇ ▇▇▇▇▇▇ and $86,081 to OSC, Inc. No part of these debts shall
be paid from the $150,000 provided by TeleVideo.
* TLK may have to incur some expenses associated with attorney's fees for
review of various agreements. These expenses have to be paid from the
$150,000 investment by saving in some other areas. It is the responsibility
of ▇▇▇▇ ▇▇▇▇▇▇, as the President of TLK, to make recommendations regarding
such tradeoffs.
* It is hereby agreed and understood that TLK shall pay the aforementioned
investors of TLK within two (2) weeks of receipt of the funds.
For TeleVideo Systems, Inc. For TLK, Inc.
/s/ K. ▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Dr. K. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Date: November 15, 1996
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