EXHIBIT 10.49
LETTER OF UNDERSTANDING
This Letter of Understanding is entered into the 11/th/ day of November
2000 between Insynq, Inc., a Delaware corporation ("Insynq") and Bridge 21,
Inc., a Wyoming Corporation ("Bridge"). The parties wish to establish a long-
term relationship providing services, marketing and sales to further their
relationship.
WHEREAS, Insynq is an Application Service Provider ("ASP") based in Tacoma,
Washington, and listed on the Nasdaq Bulletin Board under the symbol "ISNQ;" and
WHEREAS, Bridge is a provider of QuickBooks training, account sales and
marketing program in the accounting field using a seminar approach throughout
the USA; and
WHEREAS, the parties believe that it is to the benefit of their respective
shareholders to enter into a long-term relationship.
NOW, THEREFORE, the parties agree as follows:
1. Both Insynq and Bridge will diligently pursue an agreement for the
funding and acquisition or merger of the organizations which both believe will
substantially increase the value to their respective shareholders.
2. This Letter of Intent is meant to be non-binding. The existence of
this Letter of Intent is intended to be confidential and is not to be discussed
with or disclosed to any third party, except (i) with the express prior written
consent of the other party hereto, (ii) as may be required or appropriate in
response to any summons, subpoena or discovery order or to comply with any
applicable law, order, regulation or ruling or (iii) as the parties, or their
designees, reasonably deem appropriate in order to conduct due diligence, title
or other investigation relation to the contemplated transaction.
3. Except for the agreement set forth in the Confidentiality paragraph
above, this Letter of Intent shall not constitute an offer, a commitment letter
or binding agreement but shall serve only as an aid for negotiation with respect
to the definitive agreements. In the event that the definitive agreements are
not entered into for any reason whatsoever, then no party shall have any
obligation or liability to the other party, except for the obligations set forth
in the Confidentiality paragraph.
4. The term of this Letter of Intent shall be six (6) months. If no
agreement as described in paragraph 1 above has been reached by June 1, 2001,
this Letter of Intent shall no longer be valid as to either party.
The parties hereto agree on the terms set forth with the intent of further
solidifying their relationship in a possible permanent status through
acquisition or employment agreement of a long-term nature. The parties are duly
authorized to affix their signatures hereto.
/s/ John P. Gorst /s/ K C Truby
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Insynq, Inc. Bridge 21, Inc.
CEO President
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Title Title
AGREEMENT
This Agreement is entered into by and between Insynq, Inc., a Delaware
corporation (the "Insynq") and Bridge 21, Inc., a Wyoming corporation ("Bridge")
as of November 11, 2000.
WHEREAS, Insynq is an Application Service Provider ("ASP") based in Tacoma,
Washington, and listed on the Nasdaq Bulletin Board under the symbol "ISNQ;" and
WHEREAS, Bridge is a provider of QuickBooks training, account sales and
marketing program in the accounting field using a seminar approach throughout
the USA; and
WHEREAS, Insynq has presented its service at Bridge's prior seminars with
acceptable sales success; and
WHEREAS, Bridge has regular seminars and a pilot online seminar program it
wishes to implement.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants hereinafter contained, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Bridge has prepared a pilot program of various seminars targeting the
Online accounting segment and Insynq has agreed to fund this program as a cost
of $27,732, which includes mailing, bookkeeping, meals and travel.
2. Bridge has four (4) seminars planned in San Francisco, Atlanta,
Baltimore and Los Angeles and other cities in the future an Insynq agrees to pay
a $3,000 promotional fee for each of these seminars and future seminars on a
pre-approved basis.
3. Bridge has a current dues-paying membership of 120 accountants, to
which it wants to provide ASP desktops immediately. Insynq will provide seats
to these members, and to additional members for a fee of $60.00 per month per
member for the next twelve (12) months. Insynq will try to maintain these costs
due to the marketing advantage it provides Insynq.
4. Insynq shall pay Bridge a twenty percent (20%) commission on all sales
generated through the relationship exclusive of software licensing fees paid
directly to the licensor. These commission shall be due and payable to Bridge
within thirty (30) days of receipt of payment from the customer.
5. As an incentive to enter into this Agreement, Insynq agrees to pay
Bridge additional compensation of thirty thousand (30,000) stock options to
purchase the common stock of Insynq.
6. Insynq and Bridge recognize the importance of the confidentiality of
the client base and therefore agree that these names shall be protected under
trade secret laws and neither
party will directly or indirectly solicit these clients from any other business
services other than those offered in the ordinary course of business. In
consideration for the effort and expenses borne by both parties, neither party
shall solicit the same type of business to the economic detriment of the other
unless either party shall become insolvent, convicted of a felony or unable to
perform the services provided under this Agreement.
7. The term of this Agreement shall be six (6) months from the date of
execution and continue on a month-to-month basis unless terminated by either
party upon thirty (30) days' written notice.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
INSYNQ, INC.
By: /s/ John P. Gorst
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Name: John P. Gorst
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Title: CEO
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BRIDGE 21, INC.
By: /s/ K C Truby
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Name: K C Truby
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Title: President
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