EX-10
from 8-K
1 page
Addendum to Convertible Debenture and Securities Purchase Agreement This Addendum to Convertible Debenture and Securities Purchase Agreement ("Addendum") Is Entered Into as of the 17th Day of February 2005 by and Between Ultradata Systems, Incorporated, a Delaware Corporation ("Ultradata"), and Golden Gate Investors, Inc., a California Corporation ("Ggi"). Whereas, Ggi and Ultradata Are Parties to That Certain 6 3/4 % Convertible Debenture Dated as of February 14, 2005 ("Debenture"); and Whereas, Ggi and Ultradata Are Parties to That Certain Securities Purchase Agreement Dated as of February 14, 2005; and Whereas, the Parties Desire to Amend the Debenture and Securities Purchase Agreement in Certain Respects. Now, Therefore, in Consideration of the Mutual Promises and Covenants Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, Ultradata and Ggi Agree as Follows: 1. All Terms Used Herein and Not Otherwise Defined Herein Shall Have the Definitions Set Forth in the Debenture. 2. the Debenture Interest Rate Is Hereby Changed to 4.75%. 3. the Initial Purchase Price Under the Securities Purchase Agreement Shall Be $100,000, With $50,000 to Be Held by Ggi for Legal Fees Pursuant to the Letter Agreement Between the Parties Dated February 14, 2005. 4. Except as Specifically Amended Herein, All Other Terms and Conditions of the Debenture and Securities Purchase Agreement Shall Remain in Full Force and Effect. in Witness Whereof, Ultradata and Ggi Have Caused This Addendum to Be Signed by Its Duly Authorized Officers on the Date First Set Forth Above. Ultradata Systems, Incorporated Golden Gate Investors, Inc. By: /S/ Monte Ross By: /S/ Travis Huff - Name: Monte Ross Name: Travis Huff Title: Chief Executive Officer Title: Investment Portfolio Manager
12/34/56
EX-10
from 10KSB
1 page
Agreement Whereas: Ultradata Systems, Inc. (Hereinafter, "Uds"), Desires to Expand and Improve the Routing Capability of Its Line of Travel-Related Hardware Products, but Has No Desire to Market Software as a Stand-Alone Product, and - Whereas: Travroute Software (A Division of Alk Associates, Hereinafter "Trs"), Wishes to Improve and Expand the Utilization of Its Routing Software and Navigation Database, but Has No Desire to Market Electronic Hardware, and - Whereas: Both Uds and Trs Wish to Expand Their Respective Market Shares, by Expanding Distribution Channels, Improving Their Respective Products, and Through the Introduction of New and Innovative Products, and - Whereas: Both Uds and Trs Believe That by Working Together, Expanded Market Opportunities and Profitability Can Accrue to Both Parties, Now Therefore: Uds and Trs Affirm That Is Their Intent to Jointly Explore the Benefits of Collaboration and Cooperation in the Following Areas: * Joint Product Development * Interconnected Data Base(s) * Technology Exchange * Joint and Cross Marketing Agreement: Both Parties Hereto Agree to Proceed in Good Faith to Explore the Opportunities Set Forth Above. Uds and Trs Agree, During the Period of Exploration, Not to Employ the Services Of, Nor Engage in Active Business Discussions With Any Individual or Business Entity Whom the Other Party Would Consider to Be a Direct Competitor, and Therefore, Inimical to Their Business Interests. This Obligation Will End Upon Entering Into a Superseding Formal Business Arrangement Between the Parties Hereto, or 30 Days After Wri Forth Below, Whichever Shall Occur First. Obligations to Protect the Confidential and Proprietary Business Information of Each Party Are the Subject of a Separate Confidentiality Agreement, and Will Survive This Agreement, in Accordance With the Terms of the Confidentiality Agreement. for Uds: For Trs: Monte Ross (Date) Dan Titus (Date) President President
12/34/56
