EXHIBIT 10.7
ADDITION TO SALE OF BUSINESS AGREEMENT
That was agreed to and signed on May 6, 2002
Between
MARNETICS BROADBAND TECHNOLOGIES LTD.
Company No. 52-004389-4
12 Hayesira St.
Industrial Area, Ra'anana
(henceforth: the "Company")
and
IDAN MILLENIUM INVESTMENTS AND ASSETS LTD.
Moshav Batsara
(henceforth: the "Purchaser")
WHEREAS On June 10, 2001 an agreement was signed between the Company and
the Purchaser, regarding the sale of the electronic activities of
the Company to the Purchaser (henceforth: the "Sale of Business
Agreement");
AND WHEREAS The sides ask to amend the terms of the Sale of Business
Agreement in the manner stated in this Agreement;
AND WHEREAS The sides agree that, except for the terms of the Sale of
Business Agreement which are specifically changed in this
agreement, the remaining terms in the Sale of Business Agreement
remain in force and obligate both parties in every detail, also
after the signing of this Agreement;
ACCORDINGLY IT IS SWORN, WARRANTED, AND AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. INTRODUCTION
1.1 The introduction of this Agreement will be an inseparable part of the
agreement and will be understood to be part of its conditions.
1.2 The titles of the sections of this Agreement are for ease of reading
alone and have no bearing on the understanding of this Agreement or any
of its sections.
1.3 There is nothing in this Agreement that alters the Sale of Business
Agreement, unless specifically stated otherwise in this Agreement. In
order to remove any doubt, it is stated that the terms of the Sale of
Business Agreement are in force and binding, unless specifically changed
in this Agreement.
1.4 From the date of signature of the sides to this Agreement, this Agreement
will be considered an inseparable part of the Sale of Business Agreement.
1.5 The following phrases used in this Agreement will be understood as
follows:
"STRIKOVSKY" Mr. Dov Strikovsky;
"INDEMNITY AGREEMENT" Indemnity Agreement, including its appendices,
from June 30, 2001, between the Company and
its shareholders and Strikovsky;
"THE ENTRUSTED SHARES" 300,000 regular shares of the company, which
are owned by Strikovsky and held in trust by
Advocate Menachem Gorman (henceforth: the
"Trustee"), in accordance with the Indemnity
Agreement;
2. THE REMUNERATION
Section 6.2 of the Sale of Business Agreement will be replaced by:
"The remuneration paid will be paid by the Purchaser starting from
February 1, 2002 and will be paid in 25 monthly payments, regularly and
one after the other. Each of the monthly payments during the year of
2002, specifically until and including December 1, will be in the amount
of 30,000 NIS. The remaining payments will be in the amount of 155,000
NIS (henceforth: the "Monthly Payments" or the "Monthly Payment", as
appropriate). The Monthly Payments will be linked to the consumer price
index in a manner that means that the payments will be adjusted according
to the last known consumer price index at the moment of payment, in
relation to the known consumer price index at the time of this
signature."
3. SECURITIES AND CONDITIONS TO THEIR IMPLEMENTATION
3.1 To secure the obligations of the Purchaser in the Sale of Business
Agreement and in this addition, and without detracting from the terms of
Section 10 in the Activity Sale Agreement, it is agreed between the
parties that if the Purchaser misses the deadline for more than one
payment, in full or partially, (henceforth: "The Breach"), the Company
will have the right, but not be required, to order the Trustee to sell to
third parties up to 75,000 company shares of the entrusted shares, as
required to fully cover the remainder of the remuneration still owed to
the Company (henceforth: the "Sold Shares"), in full coordination with
Mr. Dov Strikovsky.
3.2 With the sale of the Sold Shares, the trustee will transfer the
remuneration, reduced by the cost of the sale, including all relevant
taxes, to the Company, and this will be credited against the remaining
remuneration still due. In order to remove all doubt, it is stated that
if the value of the Sold Shares which is transferred to the Company is
less than the remaining remuneration owing to
the Company, the Purchaser will immediately pay the remaining
remuneration due.
3.3 The Company will have the right to order the Trustee to sell up to 75,000
of the entrusted shares, all or part of them, only after serving notice
to the Purchaser and Strikovsky notice regarding the Breach, and if the
Breach is not remedied within seven business days from the date of
serving notice.
4. In all cases of contradiction between the terms of this Agreement and the
Indemnity Agreement and/or the terms of the Sale of Business Agreement,
the sides will be obligated by the terms of this Agreement.
In witness hereof the parties signed below
/s/ Dov Strikovsky /s/ Menachem Reinschmidt
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Dov Strikovsky Menachem Reinschmidt
Idan Millenium Investments
and Assets Ltd.
/S/ David Sheetrit
---------------------------------
David Sheetrit
Marnetics Broadband
Technologies Ltd.
I hereby agree that the Company shares owned by me, which are being held in
trust by Advocate Menachem Gorman, will be used, in addition to all that is
stated in the Indemnity Agreement, as a security against the monthly payments to
which the Purchaser has obligated himself in the Sale of Business Agreement, as
described in Section 3.
/s/ Dov Strikovsky
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Dov Strikovsky