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FIRST SUPPLEMENT TO THE
EXECUTIVE AGREEMENT OF DECEMBER 10, 1998
The parties
PalWeb. Corp.
1607 West Commerce Street
Dallas, Texas 75208/USA
- hereafter SELLER - and
VIMONTA AG
Weischselmattstrasse 10a
4103 Bottmingen/Switzerland
- hereafter BUYER -
expand upon and put the executive agreement of December 10, 1998, into concrete
terms, as follows:
PREAMBLE
Due to the substantial temporary delay that has already occurred with respect to
machine and palette production and the thus concurrent suffering of product
introduction, the parties agree to change or complete the executive agreement to
be valued as follows:
On December 10, 1998, the executive agreement (contract) between the SELLER and
BUYER concerning the marketing of rights of the
- double-clamp high pressure injection molding machine
technology (machine)
and
- the PalWeb modular-synthethic palette technology, consisting
of an "upper deck" and a "lower deck" (palette),
and further,
- the formula of the mixture of various plastics for production
of these synthetic palettes (mixture)
was concluded.
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The exclusive distribution rights include Europe, Asia and the territories of
the former USSR.
Based on this contract, the BUYER has begun to acquire customers for the
products machine, palette and mixture (products).
Previous customer acquisitions have led to substantial expenses of a financial
and ideal type.
Due to the delays, the BUYER sees himself in an increasingly defensive situation
because the promised shipments of the products are missing or have not been
carried out, and therefore the reputation of the BUYER is suffering. Here again,
it must be pointed out that the SELLER ships the products at cost without profit
or margins of any kind and he receives his corresponding profit on his 20% BUYER
share.
In order to become successful according to the intention of the contract, the
BUYER can, if the SELLER is not in the position to guarantee a production
capacity of 100,000 (one hundred thousand) palettes of all kinds by January 1,
2000, demand that the company management promote the products worldwide in a
market-relevant way.
The SELLER obligates himself to turn over all relevant documents, files and
rights relating directly or indirectly to the products into the hands of the
BUYER, if the BUYER demands it from the company management from this time on,
without time limitations and in written form.
With the change of the company responsibility for market relevant management
from the SELLER to the BUYER, the rights for the South American market will also
change and the therewith related economic implications will change from the
SELLER to the BUYER. The North American market will remain unaffected by this.
With respect to any possible disputes, regardless of the kind, the SELLER and
BUYER agree and choose Hamburg, Germany as the legal jurisdiction and they are
subject to German law.
Both parties declare themselves to be in agreement at this time, and if
necessary and requested, agree to sign an English translation done by a sworn
translator of this first supplement that is legally binding.
Dallas/Basel May 19, 1999
[illegible signature] [illegible signature]
Michael John [illegible] Jackli
CEO and President for VIMONTA AG
PalWeb
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The registrant hired the individual named below to interpret the preceding
document from the German language into English. To the best of the registrant's
knowledge, the preceding document is a fair and accurate translation.
PALWEB CORPORATION
/s/ Paul A. Kruger
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Paul A. Kruger
Chairman of the Board and President
CERTIFICATE OF ACCURACY
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
Tom De Vogolaere, being duly sworn, deposes and says: I am fluent in
both the English and German languages. I have made the above translation from a
copy of the original document in the German language and hereby certify that the
same is a true and complete translation to the best of my knowledge, ability and
belief.
/s/ Tom De Vogolaere
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Tom De Vogolaere
Sworn before me this May 5 , 2000.
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Barrie Rosen
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Notary Public
