Amended License Agreement and Promissory Note between Reach Technologies, Inc. and Wizbang Technologies Inc. (June 10, 2002)

Summary

Reach Technologies, Inc. and Wizbang Technologies Inc. have amended their previous licensing agreement. Wizbang receives a worldwide exclusive license to sell Reach's 41 to 160 Megabits per second Digital Data Recorder product line, in exchange for a $30,000 promissory note payable to Reach. The agreement outlines mutual obligations, including payment terms, interest, and default provisions. If Wizbang defaults on payment, Reach may terminate the license. The agreement is governed by Washington State law and remains binding unless amended in writing by both parties.

EX-10.1 3 doc2.txt EXHIBIT 10.1 ------------ LICENSE AGREEMENT ----------------- THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF JUNE 10, 2002 (the "Effective Date"). BETWEEN: REACH TECHNOLOGIES, INC - ------------------------- Suite 122 - 2055 York Avenue Vancouver, B.C. V6J 1E5 ("REACH") AND: WIZBANG TECHNOLOGIES INC. - --------------------------- Suite 679, 185 - 911 Yates Street Victoria, British Columbia CANADA V8V 4Y9 ("WIZBANG") WHEREAS: A. REACH (a British Columbia Corporation) is in the business producing Digital Data Recorders; B. WIZBANG (a Washington Corporation) is a corporation specifically created to market REACH'S Digital Data Recorders through the purchase of the Licensing Agreement dated September 22, 2000 (as amended October 31, 2001); C. REACH and WIZBANG wish to amend the Licensing Agreement dated September 22, 2000 (as amended October 31, 2001) as it pertains to the Digital Data Recorder licensed product line (the "Transaction"); D. REACH and WIZBANG agree that this Agreement will constitute a binding agreement upon them in respect of the Transaction, such to be on the terms and conditions contained herein; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained, the parties hereto do covenant and agree (the "Agreement") each with the other as follows: 1. REPRESENTATIONS AND WARRANTIES -------------------------------- 1.1 WIZBANG represents and warrants to REACH that WIZBANG has good and sufficient right and authority to enter into this Agreement and carry out its obligations under this Agreement on the terms and conditions set forth herein, and this Agreement is a binding agreement upon WIZBANG enforceable against it in accordance with its terms and conditions. 1.2 REACH represents and warrants to WIZBANG that REACH has good and sufficient right and authority to enter into this Agreement and carry out its obligations under this Agreement on the terms and conditions set forth herein, and this Agreement is a binding agreement upon REACH enforceable against it in accordance with its terms and conditions. 2. LICENSE AMENDMENT ------------------ 2.1 The parties agree that, in exchange for the payment by promissory note of $30,000 by WIZBANG to REACH and subject to the terms and conditions of this Agreement, the Licensing Agreement dated September 22, 2000 and amended October 31, 2001 will be converted as follows: (a) The Licence Agreement will be a amended to include a worldwide exclusive licence for the sale of REACH's 41 to 160 Megabits per second range Digital Data Recorder product line; 2.2 All other terms in the Licensing Agreement dated September 22, 2000 and amended October 31, 2001 shall remain. 3. GENERAL ------- 3.1 Time and each of the terms and conditions of this Agreement shall be of the essence of this Agreement. 3.2 This Agreement constitutes the entire agreement between the parties hereto in respect of the matters referred to herein. 3.3 The parties hereto shall execute and deliver all such further documents and do all such acts as any party may, either before or after the execution of this Agreement, reasonably require of the other in order that the full intent and meaning of this Agreement is carried out. 3.4 No amendment or interpretation of this Agreement shall be binding upon the parties hereto unless such amendment or interpretation is in written form executed by all of the parties to this Agreement. 3.5 Any notice or other communication of any kind whatsoever to be given under this Agreement shall be in writing and shall be delivered by hand, email or by mail to the parties at: Wizbang Technologies Inc. Reach Technologies, Inc. Suite 679, 185 - 911 Yates Street Suite 122 - 2055 York Avenue Victoria, British Columbia Vancouver, B.C. CANADA V6J 1E5 V8V 4Y9 Attention: Mike Frankenberger Attention: Glenn Jones or to such other addresses as may be given in writing by the parties hereto in the manner provided for in this paragraph. 3.6 This Agreement may not be assigned by any party hereto without the prior written consent of all of the parties hereto. 3.7 This Agreement shall be governed by the laws of Washington State applicable therein, and the parties hereby attorn to the jurisdiction of the Courts of Washington State. 3.8 This Agreement may be signed by fax and in counterpart. IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective as of the Effective Date first above written. SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY REACH TECHNOLOGIES, INC. WIZBANG TECHNOLOGIES INC. per: /s/ Glenn Jones per: /s/ Mike Frankenberger Authorized Signatory Authorized Signatory Name of Signatory: Glenn Jones Name of Signatory: Mike Frankenberger Title of Signatory: Director Title of Signatory: Director PROMISSORY NOTE June 10, 2002 FOR VALUE RECEIVED, Wizbang Technologies Inc. of Suite 679, 185 - 911 Yates Street, Victoria, British Columbia CANADA V8V 4Y9 promises to pay to the order of Reach Technologies Inc., Suite 103 - 1581H Hillside Ave Victoria, B.C. Canada V8T 1C1, or its assigns ("Holder"), the sum of twenty thousand dollars ($30,000.00 US) in the following manner: Interest shall accrue on the unpaid balance at the rate of seven percent (7%) per annum from the date set forth above. Principle and interest is due on June 30, 2004 or by earlier demand by the Holder. Prepayment may be made at any time. Upon default in the payment or of interest within ten (10) days of when payment is due, the whole of the principal sum then remaining unpaid and all interest accrued thereon shall, at the option of Holder, become immediately due and payable, without demand or notice. In the event any payment hereunder is not made within ten (10) days of when payment is due, Reach Technologies, Inc shall have the right to terminate Licensing Agreement dated September 22, 2000, as amended October 31, 2001 and June 10, 2002, immediately and without penalty. This Note shall be construed in accordance with the laws of the State of Washington and venue shall lie in King County, Washington. This Agreement may be signed by fax and in counterpart. EXECUTED as of this 10th day of June, 2002. /s/ Mike Frankenberger /s/ Glenn Jones - ------------------------ ----------------- Wizbang Technologies Inc. Reach Technologies Inc