EXHIBIT 10.2
TERMINATION AGREEMENT
THIS AGREEMENT made this __ day of September, 2000.
AMONG:
SOFTNET SYSTEMS., INC., a corporation incorporated pursuant
-----------------------
to the laws of the State of Delaware and having an office at
650 Townsend Street, San Francisco, California, 94103
("SSI")
OF THE FIRST PART
AND:
CHINA BROADBAND CORP., a corporation incorporated pursuant
---------------------
to the laws of the State of Nevada and having an office at
2080, 440 2nd Avenue S.W., Calgary, Alberta, T2P 5E9
(the "CBC")
OF THE SECOND PART
AND:
BIG SKY NETWORK CANADA LTD., an international company
------------------------------
incorporated pursuant to the laws of the British Virgin
Islands and having an office 1404, Building A, Huiyuan
International Apartment, Asia Game Village, Andingmen Wai,
Beijing, 100101, People's Republic of China
(the "Company")
OF THE THIRD PART
AND:
MATTHEW HEYSEL, Businessman, having a residential address at
--------------
624 Wilderness Drive S.E., Calgary, Alberta, T2J 1Z2,
for himself and as attorney-in-fact for Daming Yang, Kai Yang,
--------------------------------------------------------------
Wei Yang, Jeff Xue, Dan Xue, Lu Wang, Wallace Nesbitt and
----------------------------------------------------------
Western Capital Corp.
---------------------
(the "Founders")
OF THE FOURTH PART
WHEREAS:
A. SSI and the Company entered into a Common Stock Purchase Agreement (the"1999
Purchase Agreement") made as of the 23rd day of December, 1999, pursuant to
which SSI acquired 50,000 shares
<PAGE>
(the "Shares") of common stock in the capital of the Company, representing 50%
(fifty percent) of the issued and outstanding shares of the Company;
B. In connection with the 1999 Share Purchase Agreement, the following
agreements were executed and delivered:
(a) Investors' Rights Agreement entered into as of December 23,
1999 between SSI and the Company (the "IR Agreement"); and
(b) Right of First Refusal, Co-Sale and Voting Agreement entered
into as of December 23, 1999 among SSI, the Company and the
Founders (the "FR Agreement"),
(the IR Agreement and the FR Agreement are collectively referred to
herein as the "Ancillary Agreements").
C. As a condition of the closing of the sale by SSI to CBC, and the purchase by
CBC from SSI, of the Shares pursuant to a Common Stock Repurchase Agreement
dated as of [September 30, 2000], SSI, CBC and the Company agreed to effect the
termination of the 1999 Purchase Agreement and the Ancillary Agreements; and
D. Neither the 1999 Purchase Agreement nor the Ancillary Agreements expressly
provide for the termination of the said agreements upon the mutual consent of
the parties thereto; however, the parties are of the opinion that the said
agreements must be terminated and that the express termination of the 1999
Purchase Agreement and the Ancillary Agreement as contemplated herein will
effectively serve to terminate the respective rights, obligations and
liabilities of the parties thereunder as and from the date hereof.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises,
mutual covenants and agreements set forth herein and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
each of the parties), the parties hereby agree as follows:
1. The 1999 Purchase Agreement is hereby cancelled and terminated as and
from the date hereof and all of its provisions are hereby declared to
be null and void and of no further force and effect.
2. The IR Agreement is hereby cancelled and terminated as and from the
date hereof and all of its provisions are hereby declared to be null
and void and of no further force and effect.
3. The FR Agreement is hereby cancelled and terminated as and from the
date hereof and all of its provisions are hereby declared to be null
and void and of no further force and effect.
4. Each of SSI and the Company hereby releases the other, its successors
and assigns from any claims or demands arising under or pursuant to the
1999 Purchase Agreement and the IR Agreement and each party
acknowledges that the other has no further rights, obligations or
liabilities thereunder.
5. Each of SSI, the Company and the Founders hereby releases the others,
their respective successors and assigns from any and all claims or
demands arising under or pursuant to the FR Agreement and each party
acknowledges that the others have no further rights, obligations or
liabilities thereunder.
2
<PAGE>
6. This Agreement shall be governed and construed in under the laws of the
State of California as applied to agreements among California residents
entered into and to be performed entirely within the State of
California.
7. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
8. This Agreement constitutes the entire agreement among the parties with
respect to the matters contemplated herein and no party shall be liable
or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
SOFTNET SYSTEMS, INC.
Per:
-----------------------------------------------
Authorized Signatory
CHINA BROADBAND CORP.
Per:
-----------------------------------------------
Authorized Signatory
BIG SKY NETWORK CANADA LTD.
Per:
-----------------------------------------------
Authorized Signatory
MATTHEW HEYSEL (on behalf of the Founders)
----------------------------------------
Signature
3
