EXHIBIT 10.2.2
Digital Descriptor Systems, Inc.
and
Information Technology Solutions, Inc.
JOINT VENTURE AGREEMENT
September 16, 1996
This letter of intent outlines the terms and conditions for creating a strategic
joint venture relationship between Digital Descriptor Systems, Inc. ("DDSI") and
I/t(x) information technology solutions, Inc. ("I/t(x)").
1. Business Intent
The business intent is to combine the system integration expertise and product
development efforts of I/t(x) with the marketing and sales strengths of DDSI to
create and deliver new products and services on an exclusive basis for the
public sector.
2. Commitments
a. I/t(x) will provide its I/t(x) products, both currently available
and as developed, from time to time.
b. I/t(x) will provide ongoing product development and systems
integration services.
c. I/t(x) will include all revenues generated via its relationship
with ET Software, Inc. into this joint venture.
d. Any additional sales and marketing support services over and
above that of the product manager's will be provided at I/t(x)'s normal
hourly rate (One Hundred Twenty Five Dollars ($125) per hour), upon prior
approval by DDSI.
e. DDSI will be responsible for all sales and marketing efforts.
f. Upon prior approval, DDSI will pay all travel and out-of-pocket
expenses incurred during sales and marketing activities, in accordance
with DDSI's usual travel and accommodation guidelines.
g. DDSI will pay I/t(x) Fifteen Thousand Four Hundred Dollars
($15,400) upon execution of this agreement and the same amount due thirty
(30) days thereafter. These two payments which total Thirty Thousand Eight
Hundred Dollars ($30,800) shall be expended to provide the services of a
full time product manager resources for a period of one (1) year from the
date hereof. If necessary, as deemed by I/t(x), DDSI shall advance Ten
Thousand Dollars ($10,000) in months three (3), four (4) and five (5) for
a total of Thirty Thousand Dollars ($30,000). This advanced amount shall
be considered a debt due to DDSI by I/t(x) payable at an interest rate of
one percent (1%) over prime until paid in accordance herewith. The debt
will be repaid by DDSI receiving an additional ten percent (10%) of the
net revenues produced by each sale until the debt and any accrued interest
therein is paid in full.
h. DDSI and I/t(x) will mutually agree upon business plans, product
packaging and pricing strategies of this joint venture as business markets
permit.
i. DDSI and I/t(x) will honor mutual confidentiality on their own
developed software.
3. Revenue Sharing
a. DDSI and I/t(x) will share equally in the net revenues produced
by each sale.
b. The party(ies) providing the installation and support fees will
be entitled to a fair and equitable distribution of the fees so generated.
c. Annual license renewal fees will go to the party developing and
supporting the products on the same basis as 3.a above.
4. Term of Agreement
a. The financial terms of this Agreement will be reviewed by the
parties ninety (90) days from date herewith.
b. This Agreement shall remain in full force and effect for 18
months from date herewith and shall remain in effect for successive one
(1) year periods unless canceled by either party upon ninety (90) days
written notice prior to the expiration of such one (1) year term.
Through the signature of this agreement DDSI and I/t(x) agree to the
terms and conditions specified herein and commit to apply their best efforts to
maximize the results of this joint venture agreement.
Garret U. Cohn (DDSI) Robert T. Barnett I/tx
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/s/ Garrett U. Cohn /s/ Robert T. Barnett