EXHIBIT 10.32
September 26, 2002
VIA FACSIMILE
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
Financial Director
Minorplanet Limited
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇
RE: EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT DATED 13 JUNE
2001 ENTERED INTO BETWEEN ▇▇▇▇▇ (292) LIMITED, FORMERLY KNOWN
AS MINORPLANET LIMITED ("MPL"), A COMPANY REGISTERED IN
ENGLAND UNDER COMPANY NUMBER 3213219 WHOSE REGISTERED OFFICE
IS AT ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇
AND MISLEX (302) LIMITED, NOW KNOWN AS MINORPLANET SYSTEMS USA
LTD. ("MPUSA"), A COMPANY REGISTERED IN ENGLAND UNDER COMPANY
NUMBER 4131647 WHOSE REGISTERED OFFICE IS AT ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇, BUT WHOSE ADDRESS FOR
PURPOSES OF THE RECEIPT OF WRITTEN NOTICES SHALL BE ▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ (THE "LICENSE
AGREEMENT")
Dear ▇▇. ▇▇▇▇▇:
As previously discussed, during the initial twelve (12) months of the
License Agreement, Section 6 of the License Agreement required MPL to provide
marketing and sales support to MPUSA free of charges except for reimbursement of
all reasonable traveling, accommodation and other expenses reasonably incurred
by any employees of MPL in providing such services. However, as discussed, as
the initial twelve (12) month period has now expired, the obligation of MPL to
provide the referenced marketing and sales support to MPUSA free of charges is
no longer in effect.
This letter serves to confirm the terms and conditions by which MPL
shall continue to provide marketing and sales support to MPUSA as more fully set
forth below:
1. Sales/Marketing Consulting Services from 14 June 2002 to 22 August
2002. To the extent MPL provided marketing and sales support to MPUSA
during the period beginning 14 June 2002 to 22 August 2002, MPL agrees
these services were provided free of charge except for reimbursement of
all reasonable traveling, accommodation and other expenses reasonably
incurred by any employees of MPL in providing such services.
2. Continued Sales and Marketing Support. MPUSA and MPL have agreed that
it is desirable that MPL shall continue to provide assistance to MPUSA
with the marketing and sale of VMI systems in North America during the
period beginning 23 August 2002 and ending 22 February 2003 (the
"Initial Consulting Term").
3. Executive Sales/Marketing Consulting Services. Part of the continuing
sales and marketing support shall be provided through MPL's senior
level executives, including but not limited to, its Chief Executive
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Executive Sales/Marketing Consulting Services"). MPL
estimates that total fees in respect of Executive Sales/Marketing
Consulting Services for the Initial Consulting Term including the
reasonable and necessary expenses related to the provision of such
services will approximate $1,760,0000 U.S. based upon the anticipated
level of assistance required.
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
Financial Director
Minorplanet Limited
September 26, 2002
Page 2 of 4
4. Non-Executive Sales/Marketing Consulting Services. MPL shall also
provide assistance to MPUSA with the marketing and sale of VMI systems
in North America during the Initial Consulting Term through use of
MPL's non-executive level personnel (the "Non-Executive Sales/Marketing
Consulting Services"). MPL estimates that total non-executive level
personnel consulting fees for such services for the Initial Consulting
Term will approximate $610,000 U.S. based upon the anticipated level of
assistance required. The rates for the non-executive sales/marketing
personnel to be provided by MPL are set forth in Exhibit A hereto. The
parties envisage that MPUSA shall directly pay and/or reimburse the
non-executive level personnel for reasonable traveling, accommodation
and other expenses incurred as part of providing the Non-Executive
Sales/Marketing Consulting Services. In the event that MPL shall have
paid such expenses or made such reimbursement then MPL shall in turn be
reimbursed by MPUSA provided always that such expenses shall be deemed
by MPUSA to be reasonable.
5. Invoicing/Payment of Executive Sales/Marketing Consulting Service
Charges. MPL shall render an invoice for the Executive Sales/Marketing
Consulting Service Charges for the initial three (3) months of the
Initial Consulting Term beginning 23 August 2002 and ending 22 November
2002 in the amount of $880,000 (the "Initial Executive Services
Invoice"). Other than the Initial Executive Services Invoice, MPL shall
not charge MPUSA any additional amounts for services rendered nor
expenses incurred in relation to Executive Sales/Marketing Consulting
Services during the period beginning 23 August 2002 and ending 22
November 2002. MPUSA shall not be required to pay the Initial Executive
Services Invoice unless and until MPUSA's parent company, Minorplanet
Systems USA, Inc., has filed a Form 10-K reporting net income (as
defined by U.S. GAAP) and positive cash flow for the previous 12-month
reporting period. Regardless of the services provided or expenses
incurred, MPUSA shall have no liability for the Executive
Sales/Marketing Consulting Services rendered by MPL during the period
beginning 23 August 2002 and ending 22 November 2002 in excess of
$880,000 U.S.
a. MPUSA and MPL shall review the progress made by MPUSA in the
marketing and sale of VMI Systems in North America at the
end of the period beginning 23 August 2002 and ending 22
November 2002 in good faith to determine whether additional
Executive Sales/Marketing Consulting Services are needed for
the subsequent three-month period. Directors of MPUSA which
do not qualify as Independent Directors under the rules of
NASDAQ or the United States Securities & Exchange Commission
shall abstain from deliberations and voting on such
determination.
6. Invoicing/Payment of Non-Executive Sales/Marketing Consulting Service
Charges. MPL shall render invoices for the Non-Executive
Sales/Marketing Consulting Services and related reasonable and
necessary expenses on a monthly basis and MPUSA shall pay such invoice
net 30 days. In the event that MPL believes that the Non-Executive
Sales/Marketing Consulting Service charges will exceed $610,000 U.S.
for the period beginning 23 August 2002 and ending 22 November 2002,
MPL shall immediately notify MPUSA in writing prior to providing any
additional services or incurring any additional or expenses.
7. All other terms and conditions of the License Agreement, to the extent
not modified by this Addendum, shall remain in full force and effect.
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
Financial Director
Minorplanet Limited
September 26, 2002
Page 3 of 4
Please sign this letter as an authorized representative of MPL to
indicate MPL's acceptance and agreement to the terms of this letter addendum.
Sincerely,
/s/ ▇▇▇▇ ▇▇▇▇▇▇
Independent Director
MINORPLANET SYSTEMS USA, LTD.
AGREED TO & ACCEPTED:
MINORPLANET LIMITED
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
TITLE: FINANCE DIRECTOR
-------------------------
DATE: 30 DECEMBER 2002
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Mr. ▇▇▇▇▇▇ ▇▇▇▇▇
Financial Director
Minorplanet Limited
September 26, 2002
Page 4 of 4
EXHIBIT A
Non-Executive Sales/Marketing Rate Schedule
Total
Qty Monthly Rate Estimated Months Estimated Cost
------------ ------------ ---------------- --------------
Sales Director 2 $ 16,726 6 $ 200,707
Senior sales execs 5 $ 10,807 6 $ 324,219
Sales execs/assistants 5 $ 2,830 6 $ 84,915
Total $ 609,841