EXHIBIT 10.4
SCHOOLWEB SYSTEMS INC.
#280 - 815 West Hastings Street
Vancouver, BC V6C 1B4
Tel: (604) 608-2540
Fax: (604) 608-8775
March 8, 2002
Advanced Interactive Inc.
718 - 1350 Flamingo Road
Las Vegas, Nevada 89119
Attention: Mr. Karim Lakhani
- -and-
Advanced Interactive Canada Inc.
2101 - 1177 West Hastings Street
Vancouver, BC V6E 2K3
Attention: Mr. Al Jamal
Dear Sirs:
Re: License Agreement (the "License Agreement") dated January 1,
2001 as amended July 17, 2001
This letter is written to confirm our agreement as follows:
1. The License Agreement between SchoolWeb Systems Inc. and
SchoolWeb Holdings Inc. (collectively, "SchoolWeb") and
Advanced Interactive Inc. / Advanced Interactive (Canada) Inc.
(collectively, "AII") is amended such that SchoolWeb consents
(as described in Schedule "A" hereto) to the granting to
Hewlett Packard of the rights detailed in the Solutions
Partner Agreement attached as Schedule "B" hereto.
2. AII and SchoolWeb agree that any funds received under the
terms of the Solutions Partner Agreement shall be paid into a
bank account maintained in the name of Alternet Systems Inc.
(to which SchoolWeb is changing its name). This bank account
(the "Bank Account") will have two signatories, Karim Lakhani
(in his capacity as President of AII) and one signatory from
SchoolWeb.
3. SchoolWeb agrees to distribute the funds in the Bank Account
in accordance with the provisions of the License Agreement
pertaining to the royalty due to AII for sales of caching
server products which AII has licensed to SchoolWeb.
Specifically, SchoolWeb will deduct its Cost of Goods Sold
(including its costs of training, installation, configuration
and providing help desk services) from the funds received
under the terms of the Solutions Partner Agreement and
distribute the remaining funds to SchoolWeb (as income) and to
AII (as its royalty under the License Agreement).
4. SchoolWeb agrees that, in administering the bank account in
paragraph 3 above, it will provide to AII an annual audit of
all funds received and funds paid from the account.
5. SchoolWeb will provide AII with the name of the financial
institution, the branch number, the account number and any
other information which is required to be provided to Hewlett
Packard to enable it to make the payments referred to
paragraph 2 above and AII will instruct Hewlett Packard (or
any division thereof, including Hewlett Packard Finance
Division) to pay any amounts due under the Solutions Partner
Agreement to this account.
6. The License Agreement is hereby amended such that SchoolWeb is
granted the exclusive right, in North America (subject to the
provisions of the Solutions Partner Agreement and of
SchoolWeb's consent dated March 6 thereto), to sell all
broadcast caching server software and hardware systems
developed by AII (including that software known as Office
Server, SchoolWeb and HealthWeb).
7. The License Agreement is also amended such that SchoolWeb will
have any and all right to trademark and use (as a trademark
for SchoolWeb and Office Server software and hardware systems
sold to indigenous communities) the trademark "1nterlink" (it
is expressly acknowledged by SchoolWeb that AII does not own
or have any rights to this trademark at present, that
SchoolWeb will have to pursue the registration of this
trademark without aid from AII and that AII makes no
representation or warranty to SchoolWeb that this mark is
registrable or does not conflict with existing marks). AII
shall be permitted to use the 1nterlink mark to identify
itself (in documents such as its annual reports or brochures)
as a company connected to 1nterlink.
8. Nothing in this amendment to the License Agreement shall be
deemed to amend the obligation of SchoolWeb to continue to
make its monthly payments under the terms of the License Agreement.
9. The parties to the License Agreement agree that they shall,
prior to April 30, 2002, draft a new License Agreement to
reflect the terms of the License Agreement and all of the
amendments thereto. This new License Agreement will contain
no new terms or conditions but will supersede and replace the
various agreements constituting the present License Agreement.
In all other ways, the License Agreement remains in full force
and effect (as amended by this and other amendments).
Should the above terms and conditions accurately reflect your
understanding of the terms of our agreement, please so indicate
by signing this document below and returning it to our offices at
(604) 608-8775.
Yours truly,
SCHOOLWEB SYSTEMS INC.
/s/ Griffin Jones
Griffin Jones, Director
On behalf of AII, I have read, understood, acknowledged and
accepted the terms and conditions of our amendment of the License
Agreement as outlined above
ADVANCED INTERACTIVE INC. ADVANCED INTERACTIVE CANADA INC.
/s/ Karim Lakhani /s/ Harry Davis
Karim Lakhani, President Harry Davis, President