CONFIDENTIAL
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NETCURRENTS/VSVS MEMO OF UNDERSTANDING - JUNE 10, 2005
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NetCurrents Information Services, Inc. ("NCIS") is a Delaware
Corporation
currently trading on the Pink Sheets. It has been a public company
since 1990.
There are approximately 46m shares outstanding.
NCIS hold two U.S. Patents (#6.260.041 issued July 10, 2001 and #
6.332.141
issued December 18, 2001) entitled FIRST (Fast Internet Real-Time
Search
Technology).
FIRST was developed by NCIS, in house, at a cost in excess of $8M.
We believe it
is the only real-time patented Internet search engine available
today capable of
delivering constantly updated information to the user in minutes,
24/7.
The Company, which discontinued operations in 2001, had at one time
approximately 85 clients, paying monthly account fees. Among its
client were Dow
Chemical, Oracle, EMC, Earthlink, Providian Bank, Titan Corporation
and many
others.
NCIS is desirous of entering into a Formal Agreement ("Licensing
Agreement") to
license its technology to VSUS Technology, Inc. ("VSUS"), for a
period of 50
years, for use in its current systems, and to develop the
technology for
marketing and sales of other applications. Upon signing of the
Licensing
Agreement, NCIS will deliver to VSUS its patented code on a CD-ROM,
which will
allow VSUS to examine the code for the technology and redevelop it
for
additional uses both in the consumer and business-to-business
sectors.
In order to accomplish the foregoing, NCIS proposes the following
transaction:
1: VSUS will supply all the necessary financing, manpower and
equipment to bring
the technology to a viably commercially functional state. The
estimated time
period for this should not exceed 9 months.
2: VSUS will initially develop the technology to integrate into
their existing
portal. NCIS will assist in the development of the technology
during this period
and will make Michael O'Hara and Irwin Meyer available to VSUS at
fees to be
determined. VSUS and NCIS will work closely during the development
period in
order to maximize the use(s) of the NCIS technology and expedite
the development
and completion of the end product(s).
3: VSUS and NCIS will agree to minimum annual revenues and a
timetable to
develop the operating technology which VSUS must achieve in order
to maintain
this license.
PAGE 2 - NCIS/VSUS MOA JUNE 9, 2005
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4: VSUS will pay to NCIS a royalty of 15% of gross revenues
generated by VSUS
for all applications where the NCIS technology is used, said
royalties to be
paid quarterly. NCIS will have the right to audit VSUS on a
semi-annual basis,
subject to reasonable notice, to ascertain the accuracy of the
royalty payments.
5: As a consideration, for the right to obtain this license, VSUS
will lend to
NCIS, at closing, the sum of $200,000.00 plus issue to NCIS 500,000
shares of
common stock in VSUS. The $200,000.00 will be payable as follows:
$50,000.00
within 30 days of signing of this MOA; $50,000.00, within 60 days
from the
signing of this MOA; $50,000.00 within 120 days from the signing of
this MOA,
$50,000.00 with 180 days from the signing of this MOA. If, NCIS
requires an
additional $50,000.00 loan upon receipt of the last payment
describ
