EXHIBIT 99.6
CLOSING AGREEMENT
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This Closing Acquisition Agreement (the "Agreement") is made and entered into
this 23rd day of July, 2002, by and between QUIK PIX, INC., a Nevada Corporation
("QPI"), IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation ("ITEC"), and
JOHN CAPEZZUTO, an adult individual ("Mr. Capezzuto") (each referred to herein
as a "Party" and together referred to as the "Parties"), and is based upon the
following Recitals:
R E C I T A L S
A. On June 12, 2002 the Parties entered into a Share Acquisition Agreement
(the "Acquisition Agreement").
B. As of the date of this Agreement, the transaction contemplated in the
Acquisition Agreement has not closed.
C. The Parties have decided to close the transaction contemplated in the
Acquisition Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and covenants recited, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
A G R E E M E N T
1. Consideration for Closing. In addition to the consideration provided
in the Acquisition Agreement, ITEC hereby grants to QPI a license to ITEC's
ColorBlind software on the terms and conditions of the License Agreement
attached hereto and incorporated herein as Exhibit A.
2. Distribution Agreement. The distribution agreement referred to in
Paragraph 4. Of the Acquisition Agreement is attached hereto and incorporated
herein as Exhibit B. The Parties hereby waive any claim of breach based on the
failure to attach the distribution agreement to the Acquisition Agreement.
3. QPI Debentures. The affirmation of the releases referred to in
Paragraph 5 of the Acquisition Agreement, signed by the Debenture Holders (as
defined in the Acquisition Agreement), evidencing the release of the Debentures
(as defined in the Acquisition Agreement) will be provide to ITEC at the
Closing. The Parties hereby waive any claim of breach based on the failure to
attach the written affirmations to the Acquisition Agreement.
4. Attorneys Fees and Costs. The Parties agree that each will bear their
own costs and attorneys' fees incurred in connection with the preparation,
execution and delivery of this Agreement, and the performance of their
respective obligations contained herein, except as otherwise expressly stated in
this Agreement.
5. Waiver of Certain Representations and Warranties. The Parties hereby
waive certain representations and warranties contained in the Acquisition
Agreement, as follows:
5.1 That QPI has filed all reports and other documents required to be filed
by the SEC, the NASD and any state securities administration, as stated in
Paragraph 11.6 of the Acquisition Agreement.
6. Waiver of Certain Conditions to Closing. The Parties hereby waive
certain conditions to the Closing as follows:
6.1 That the transactions contemplated by the Acquisition Agreement be
closed no later than thirty (30) days from the date of the last signature on the
Acquisition Agreement, as stated in Paragraph 13.of the Acquisition Agreement.
6.2 That all of the trade debt of QPI and unpaid payroll other
than due to Mr. Capezutto will be reduced to an amount not to exceed Two hundred
thousand dollars ($200,000.00) and all other debt, including notes payable,
debentures and unpaid payroll due to Mr. Capezutto, with the exception of the
tax liabilities discussed below, will be eliminated through conversion to equity
or otherwise, as stated in Paragraph 13.4 of the Acquisition Agreement.
However, the Parties agree that the trade debt of QPI will be so reduced as soon
as possible after the Closing with existing resources of QPI, including a number
of shares of QPI common stock which will not cause the total issued and
outstanding QPI common stock to be no more that Thirty million (30,000,000)
shares.
6.3 That the Federal and State of California income tax
liabilities of QPI, as a company and for the benefit of its past and current
employees, currently in the amount of approximately Six hundred thousand dollars
($600,000.00), will be settled on terms that will include a payment plan of all
net income of QPI up Twenty-five thousand dollars ($25,000.00) per month, as
stated in Paragraph 13.5 of the Acquisition Agreement. However, the Parties
agree to use their best efforts to reach such a settlement as soon as possible
after the Closing; and that ITEC will continue to assist QPI in achieving such a
settlement. Further, the Parties acknowledge that discussions with the Internal
Revenue Service regarding the settlement of these liabilities began within
fifteen (15) days of the date of the last signature to the Acquisition
Agreement.
6.4 That QPI will have obtained the approval of the transactions
contemplated by this Agreement from its current shareholders, as stated in
Paragraph 13.8 of the Acquisition Agreement.
7. Termination of the Acquisition Agreement. Each Party hereby waives any
right it may have to terminate the Acquisition Agreement for any reason as of
the date of the siging of this Agreement.
8. Successors. This Agreement is binding upon and shall inure to the
benefit of the Parties and each Party's respective successors, assigns, heirs,
spouses, agents and personal representatives, enforceable against each of them
in accordance with its terms.
9 Assignment. This Agreement may not be assigned in whole or in part, by
either Party, whether by operation of law or by contract, without the prior,
written consent of the other Party, which consent may be given or withheld in
the sole and exclusive discretion of such other Party.
10. Entire Agreement. This Agreement contains the sole and entire agreement
and understanding of the Parties with respect to the entire subject matter, and
any and all prior discussions, negotiations, commitments and understandings
related hereto are merged herein. No representations, oral or otherwise,
express or implied other than those contained in this Agreement have been made
by any Party. No other agreements not specifically referred to herein, oral or
otherwise, shall be deemed to exist or to bind any of the Parties to this
Agreement.
11. Provisions Severable. The Parties expressly agree and contract that it
is not the intention of any of them to violate any public policy, statutory or
common laws, rules, regulations, treaties or decisions of any government or
agency thereof. If any section, sentence, clause, word or combination thereof
in this Agreement is judicially or administratively interpreted or construed as
being in violation of any such provisions of any jurisdiction, such sections,
sentences, words, clauses or combinations thereof shall be inoperative in each
such jurisdiction and the remainder of this Agreement shall remain binding upon
the Parties in each such jurisdiction.
12. Waiver, Modification and Amendment. All waivers hereunder must be made
in a signed writing, and failure by either Party at any time to require the
other Party's performance of any obligation under this Agreement shall not
affect the right subsequently to require performance of that obligation. Any
waiver of a breach or violation of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision
or a waiver or modification of the provision. This Agreement may be modified or
amended only by a later writing signed by all of the Parties.
13. Governing Law; Venue. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California applicable to
the performance and enforcement of contracts made within such state, without
giving effect to the law of conflicts of laws applied thereby. In the event
that any dispute shall occur between the parties arising out of or resulting
from the construction, interpretation, enforcement or any other aspect of this
Agreement, the parties hereby agree to accept the exclusive jurisdiction of the
Courts of the State of California sitting in and for the County of San Diego.
In the event either Party shall be forced to bring any legal action to protect
or defend its rights under the Agreement, then the prevailing Party in such
proceeding shall be entitled to reimbursement from the non-prevailing Party of
all fees, costs and other expenses (including, without limitation, the
reasonable expenses of its attorneys) in bringing or defending against such
action.
14. Titles and Captions. Paragraph titles and captions contained in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision.
15. Counterpart Signature Pages. This Agreement may be executed by the
Parties through counterpart signature pages (and not as part of one document
bearing all signatures consecutively), all of which, when together, shall
constitute satisfaction of the signature requirements. Facsimile signature
pages shall also be acceptable.
16. Authority. The undersigned individuals and/or entities execute this
Agreement on behalf of their respective parties, and represent and warrant that
said individual and/or entities are authorized to enter into and execute this
Agreement on behalf of such Parties, that the appropriate corporate resolutions
or other consents have been passed and/or obtained (if necessary), and that this
Agreement shall be binding on the Party on whose benefit they are executing this
Agreement.
17. Notices. All notices, requests, demands and other communications to be
given hereunder shall be in writing and shall be deemed to have been duly given
on the date of personal service or transmission by fax if such transmission is
received during the normal business hours of the addressee, or on the first
business day after sending the same by overnight courier service or by telegram,
or on the third business day after mailing the same by first class mail, or on
the day of receipt if sent by certified or registered mail, addressed as set
forth below, or at such other address as any Party may hereafter indicate by
notice delivered as set forth in this Section 24:
If to QPI:
Quick Pix, Inc.
7050 Village Drive, Suite F
Buena Park, CA 90621
Tel: (714) 522-8255
Fax: (714) 521-1745
Attn: John Capezzuto, CEO
If to ITEC:
Imaging Technologies Corporation
15175 Innovation Drive
San Diego, CA 92128
Tel: 858-613-1300
Fax: 858-207-6505
Attn: Brian Bonar, CEO and President
If to Mr. Capezzuto:
Mr. John Capezzuto
7050 Village Drive, Suite F
Buena Park, CA 90621
Tel: (714) 522-8255
Fax: (714) 521-1745
IN WITNESS WHEREOF, the parties hereto have set forth their hand as of the
date and year first above written.
IMAGING TECHNOLOGIES CORPORATION
By: /s/ Philip J. Englund
Philip J. Englund
Sr. Vice President, General Counsel
Dated: July 23, 2002
QUIK PIX, INC.
By: /s/ John Capezutto
John Capezutto
CEO
Dated: July 23, 2002
JOHN CAPEZZUTO
/s/ John Capezutto
John Capezutto
Dated: July 23, 2002