EXHIBIT 10.92
AGREEMENT
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This Agreement is made as of November 5,1999, by and between BPN
Corporation ("BPN") and Pan American Bank, FSB ("PAB").
RECITALS
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A. BPN is a party to that certain Consulting Agreement and related
License Agreement, dated March 3,1997, between BPN and Dulcian, Inc., a copy of
which is attached hereto as Schedule A (the "Dulcian Agreements").
B. Dulcian has developed for BPN certain software applications under the
Dulcian Agreements for use by BPN in connection with the management of the
insurance premium finance business of BPN and PAB.
C. The parties hereto wish to specify the terms on which PAB shall
acquire an interest in all rights and interests of BPN arising under the Dulcian
Agreements, and will reimburse BPN for a portion of the costs incurred by BPN in
connection with the development of the application software under the Dulcian
Agreement.
NOW, THEREFORE, the parties agree as follows:
1. BPN hereby assigns to PAB a 50% interest in and to all
application software and other property developed under the Dulcian Agreements
in which BPN has acquired an interest pursuant to the terms of the Dulcian
Agreements, including, without limitation, all proceeds of future licensing or
other exploitation of such interests (the "Property").
2. In consideration of the assignment of a 50% interest in the
Property from BPN hereunder, PAB agrees to pay to BPN 50% of the total funds
expended by BPN in performing its obligations to Dulcian under the Dulcian
Agreements, and related hardware, subject to a cap of $175,000.00 on the amount
of PAB's contribution. Upon execution of this Agreement, PAB shall advance to
BPN the sum of $175,000.00 representing the maximum reimbursement of expenses to
BPN hereunder. Not later than November 30, 1998, BPN shall provide PAB with a
final accounting of all expenses incurred or committed under the Dulcian
Agreements by BPN, with appropriate invoices and such other documentation as PAB
may reasonably require. In the event the total expenses incurred by BPN, as
evidenced by such accounting, are less than $350,000.00, BPN shall reimburse PAB
to the extent of 50% of the difference between $350,000.00 and the expenses
actually incurred.
3. BPN and PAB shall have equal rights to use and consent to the use
of the Property. All licenses, sublicenses or other use of the Property, other
than in connection
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with the management of the insurance premium financing business conducted by PAB
and BPN, shall be subject to the prior approval of BPN and PAB. PAB and BPN
shall each be entitled to one half of the net revenues derived from any
exploitation of the Property other than in connection with the insurance premium
financing business of PAB and BPN, which will continue to be governed by the
terms of the Insurance Premium Financing Management Agreement dated May 17, 1995
between BPN and PAB.
Executed as of November 5, 1998.
BPN Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
__________________
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
_________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
Title: V.P.
__________________
Pan American Bank, FSB
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Grill
__________________________
▇▇▇▇▇▇▇▇ Grill, President
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