Exhibit 10.9
Agreement on Outstanding Aspect Payables
This agreement is between Lam Research
Corporation, a Delaware Corporation
headquartered in Fremont, California
("Lam") and Aspect Systems, based in
Chandler, Arizona ("Aspect").
The parties agree as follows.
1) Purpose
Purpose of this agreement is to establish a
plan for Aspect to pay outstanding
payables to Lam, which are to be generated
from equipment refurbishment sales
and, if necessary, from spare part sales.
Despite a significant Receivables
position with Aspect, under this agreement,
Lam agrees to sell spare parts to
Aspect, such that Aspect may generate
profit from refurbished equipment sales.
With regard to the payments owed by Aspect
on the sale of $1,874,605.12
inventory, this agreement is to be
understood as an amendment to the "Asset Sale
and License Agreement", dated 11/08/2002,
between the two parties.
2) Receivables balance
As of 06/18/2004, Lam and Aspect have
reconciled the following Receivables
balance. Reflected in this balance is a
recent payment by Aspect of $393,085.47
as well as a recent return credit granted
by Lam in the amount of $41,951.37.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Sum of Amount (USD)
Bucket
---------------------------------------------------------------------------------------------------------------------------------
Comment
1 Current
2 Over 1-30 3 Over
31-60 4 Over 61-91
5 Over 91-180
6 Over 180
Grand Total
----------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
Product Grp invent purchase
$ 169,274.21
$ 169,274.21
----------------------------
Spares inventory purchase $121,849.33
$121,849.33
$31,845.33
$121,849.33
$121,849.33
$1,102.349.23
$1,621,595.88
Spares royalty
$ 56,000.00
$ 56,000.00
Upgrade new order
$142,461.06
$ 142,461.06
---------------------------------------------------------------------------------------------------------------------------------
Grand Total
$320,310.39
$121,849.33
$31,849.33
$121,849.33
$121,849.33
$1,271,623.44
$1,989,331.15
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3) Sale of remaining Spares inventory
Lam agrees to provide the remaining
AutoEtch and DryTek unique inventory in
Lam's Spares inventory to Aspect, as
follows:
o The gross
inventory value of the mostly reserved material amounts to
approximately $900K to $1,000M. Lam and Aspect have both
analyzed
salability
of the inventory and have agreed that Aspect would pay $65,000
as
compensation for the inventory with usage. This amount will be
added to
the
balance owed from the initial inventory asset transfer subject to
the
same
payment arrangement as stipulated under 4), "Outstanding
Receivables
from
Spares inventory sale and payment plan". All associated freight is
to
be borne
by Aspect.
o In addition,
thirty-three (33) repaired TCUs and one (1) defective TCU,
model
M&W dual-channel,
