March 2, 2001
The Software Firm, Inc.
Dear Sirs:
OrderPro Logistics, Inc. ("OPL"), a Nevada corporation located at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and The Software Firm, Inc. ("SWFIRM"), an
Arizona corporation located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, entered into an agreement by letter date October 4th, 2000 to
develop OPL's software that is known as OrderPro to be used in the management
and promotion of OPL's business. ▇▇▇▇▇▇ performed the work in the original
agreement and OPL is in arrears for payment of $111,383.50. This letter will
confirm a continuation of the agreement between OPL and SWFIRM, as set forth
herein, to ▇▇▇▇▇▇ the original intent of the October 4th, 2000 letter.
1. SWFIRM will provide the following services at the specified costs:
* JSP for EComm site $ 3,000.00
* DB changes $ 4,500.00
* Reports $ 2,400.00
* Deployment Phase $ 2,550.00
* Hardware and Software $ 4,000.00
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TOTAL $16,450.00
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2. ▇▇▇ agrees to pay the following amounts on said dates:
* March 2, 2001 $ 4,125.00
* March 9, 2001 $ 4,100.00
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TOTAL $ 8,225.00
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3. Restricted Common Stock
OPL agrees that it will issue $80,000.00 Debenture Convertible into
266,667 shares of restricted Common Stock ("Restricted Common Stock")
to SWFIRM on or before the expiration of six months. OPL shall
register said underlying shares on or before August 31st 2001. If the
registration statement is not effective by that date the $80,000.00
will be due and payable in cash by OPL to SWFIRM immediately. In
addition, 10% annual interest will be applied to the principal
beginning January 1, 2001 as the beginning date of debt owed.
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4. Remaining Balance
* Previous Billings $111,383.50
* Completion Services $ 16,450.00
* Cash Payment $ (8,225.00)
* Convertible Debenture $(80,000.00)
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Remaining Balance $ 39,608.50
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5. Tolling Payments until Balance is Paid
OPL agrees to pay SWFIRM 1% of Gross Monthly Revenues within the range
of $0.00 to $166,666.00 with a minimum of $1,500.00 per month. OPL
agrees to pay SWFIRM 3% of Gross Monthly Revenues over $166,666.00,
which will be applied to the Remaining Balance until such balance is
fully paid. The payment will be received within five (5) business days
from the end of such month. Late fees will be applied at 10% annual
interest. These tolling payments begin when the OrderPro system goes
on-line.
6. Tolling Payments After Balance is Paid
OPL agrees to pay SWFIRM 1% of Gross Monthly Revenues within the range
of $0.00 to $416,666.00. OPL agrees to pay SWFIRM 0.5% of Gross
Monthly Revenues over $416,666.00. The payment will be received within
five (5) business days from the end of such month. Late fees will be
applied at 10% annual interest. The term of these tolling payments is
indefinite.
7. The Software Firm's Inc. fee for hourly maintenance, support and
enhancements, as approved by OPL, is $85.00 per hour and will be
billed every two (2) weeks.
8. OPL agrees to pay The Software Firm's fee as invoiced every two (2)
weeks within five (5) business days from the date of invoice. OPL's
obligation to pay The Software Firm's fee and regular invoices shall
survive the expiration or termination of this agreement and shall
continue as a legal and binding obligation of OPL to pay SWFIRM
whether or not the proposed public offering takes place.
9. Previous agreements still in effect
SWFIRM will provide the services required by (Project Plan 0255-00S-
OrderPro Logistics Software Development Life Cycle) as directed by the
OPL.
OPL and SWFIRM agree to follow the Mutual Non-Disclosure Agreement
signed between these two parties dated September 21, 2000.
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10. Governing Law and Jurisdiction
It is agreed between the parties that this Agreement is made in the
State of Arizona and shall be governed and construed according to the
laws of the State of Arizona. Any controversy or claim arising out of
or relating to this Agreement shall be governed by the laws of the
State of Arizona. The parties hereto agree that jurisdiction and venue
for any such controversy or claim shall be in a court of competent
jurisdiction in Tucson, Pima County, Arizona USA.
11. Attorneys' Fees
Except as otherwise provided in this agreement, in the event that
either party institutes an action or proceeding to enforce any rights
arising out of this Agreement, the party prevailing in that action or
proceeding will be paid for all of its reasonable costs and attorneys'
fees by the non-prevailing party. These costs and fees will be
determined by the court and not by a jury and will be included in any
judgment entered in that action or proceeding.
Please sign and return the duplicate copy of this letter to signify agreement
with the terms hereof.
SWFIRM OPL
By: ____________________________ By: ____________________________
Name: _________________________ Name: __________________________
Title: _________________________ Title: _________________________
Date: _________________________ Date: __________________________
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