Letter Agreement dated as of February 11, 2003



Exhibit 10.25 
 
Varitek Industries, Inc. 
16360 Park Ten Place, Suite 200 
Houston, Texas 77084

 
February 11, 2003 
 
Cislunar Networks Corp. 
P.O. Box 3794 
Joplin, Missouri 64803-3794 
 
Attn: Mark K. Sullivan 
President 
 
Ladies and Gentlemen: 
 
Reference is made to that certain Loan Agreement, dated as of
the date hereof and executed simultaneously herewith, between Varitek Industries, Inc., a Texas corporation (“Varitek”), and Cislunar Networks Corp., a Delaware corporation (“Cislunar”) (the “Loan Agreement”) pursuant
to which Varitek shall make a term loan to Cislunar in the aggregate amount of $389,674.62 (the “Loan”) in response to Cislunar’s need for immediate financial assistance. 
 
Option to Acquire Assets 
 
During the course of Varitek’s discussions with Cislunar concerning Cislunar’s financial difficulties, the parties hereto
discussed the possibility of Varitek acquiring all of the assets of Cislunar, including, without limitation, the assets set forth on Appendix A attached hereto (collectively, the “Assets”). As further consideration for Varitek
entering into the Loan Agreement and the agreements, instruments and documents related thereto, Cislunar hereby grants to Varitek the exclusive option (the “Option”) to acquire the Assets within six (6) months from the date hereof (the
“Option Period”) for a purchase price equal to (x) $389,674.62 less (y) all amounts outstanding on the Loan (including principal and interest) at the time of such acquisition (the “Outstanding Loan Amount”). In the event
Varitek exercises the Option, such acquisition shall constitute full payment and satisfaction of the Outstanding Loan Amount. 
 
Due Diligence 
 
The parties hereto agree that Varitek and its agents and representatives shall be given access to the books and records and employees of
Cislunar as provided herein from the date hereof through the end of the Option Period to allow Varitek to determine the viability and advisability of exercising the Option. Cislunar shall (a) give Varitek and Varitek’s counsel, accountants,
engineers, agents and other representatives, including environmental consultants, reasonable access during normal business hours to the Assets, Cislunar’s employees and Cislunar’s books and records, in order that Varitek may have full
opportunity to make, at 








 
Cislunar Networks Corp. 
February 11, 2003 
Page 2 
 
Varitek’s expense, such review, examination and investigation, including, but not limited to, environmental assessments, as it desires of the Assets
and the affairs of Cislunar and (b) furnish Varitek with information and copies of all documents and agreements including, but not limited to, financial and operating data and other information concerning the financial condition, results of
operations and business of Cislunar that Varitek may reasonably request. The rights of Varitek pursuant to this letter agreement shall not be exercised in such a manner as to interfere unreasonably with the business or operations of
Cislunar. 
 
Please indicate your
acceptance of this letter agreement by signing the enclosed copy of this letter agreement and returning it to us. By so doing, you will be deemed to have agreed as follows: 
 

	 	A.	 	You shall be bound by terms of the letter agreement; and 

 

	 	B.	 	You will provide sufficient information, complete and correct in all material respects and in form and substance reasonably acceptable to Varitek, reasonably
requested by Varitek in connection with its due diligence investigation of Cislunar. 

 
This letter agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument. 
 

	 Very truly yours,

	
	 VARITEK INDUSTRIES, INC.

	
	 By:
	 	 /s/    ZANE
RUSSELL        


	 Name:
	 	 Zane Russell

	 Title:
	 	 COO



 
Accepted and agreed: 
 

	 CISLUNAR NETWORKS CORP.

	
	 By:
	 	 /s/    MARK
SULLIVAN        


	 Name:
	 	 Mark K. Sullivan

	 Title:
	 	 President









 
APPENDIX
A 
 
COLLATERAL 
 
A. Equipment and Inventory. 
 

	 DESCRIPTION

	    	 QUANTITY

	  	 SERIAL NUMBERS


	 CABINET, DIGITAL, 115VAC

 TIME DIVISION MULTIPLE ACCESS

 BASIC HUB

 #105-1260-005
	    	 1
	  	 1792

	
	 CABINET, INTERMEDIATE
 FREQUENCY, 115VAC
 TIME DIVISION MULTIPLE ACCESS
 BASIC HUB
 #105-1260-006
	    	 1
	  	 1781

	
	 CABINET, SECOND EXTENSION
 DIGITAL, 115VAC
 TIME DIVISION MULTIPLE ACCESS
 BASIC HUB
 #105-1260-008
	    	 1
	  	 1797

	
	 TERMINAL, WYSE-520
 WHITE
 WYSE 90110-35
 #435-2107-001
	    	 1
	  	 0VJ18600138

	
	 KEYBOARD, AMERICAN NATIONAL
 STANDARDS INSTITUTE
 WYSE 901879-01
 #435-2107-002
	    	 1
	  	 98420685

	
	 ASSEMBLY, SUBNETWORK CONTROL
 UNIT 1 LINK CONTROL PROCESSOR
 128/256/514
 WITH ETHERNET
 WITH NEW TIME DIVISION MULTIPLE
 ACCESS PROGRAM
 #150-1265-039
	    	 2
	  	 0255
 0254

	
	 MISCELLANEOUS SOFTWARE
 X.NMS SOFTWARE
 #325-1002
	    	 1
	  	 No S/N


 

A-1 








 

	 DESCRIPTION

	    	 QUANTITY

	  	 SERIAL NUMBERS


	 MISCELLANEOUS SOFTWARE
 X.STAR NET PROTOCOL
 #325-1002
	    	 1
	  	 No S/N

	
	 MISCELLANEOUS SOFTWARE
 TERMINAL CONTROL PROTOCOL /
 INTERNET PROTOCOL
 #325-1002
	    	 1
	  	 No S/N

	
	 MANUAL, SUBNETWORK
 CONTROL UNIT
 #101-370
 MAN.XNMS
 #101-510
	    	 1
	  	 No S/N

	
	 MANUAL, NETWORK CONTROL UNIT
 SYSTEM & SOFTWARE
 #101-200
	    	 1
	  	 No S/N

	
	 ASSEMBLY, BURST DEMODULATOR
 70 MEGA-HERTZ, DIFFERENTIAL
 QUADRATURE PHASE SHIFT KEYING
 BD501
 BUILD TO DRAWING
 #105-1321-003
	    	 2
	  	 1679842
 1669842

	
	 ASSEMBLY, 1:8 SWITCH, BURST
 DEMODULATOR
 BUILD TO DRAWING
 #105-1077-02
	    	 1
	  	 5521

	
	 ASSEMBLY, BURST DEMODULATOR
 70 MEGA-HERTZ, DIFFERENTIAL
 QUADRATURE PHASE SHIFT KEYING
 BD501
 BUILD TO DRAWING
 #150-1321-003
	    	 1
	  	 179

	
	 COMPUTER, SUN ULTRA
 10 WORKSTATION
 PURCHASE TO DRAWING
 #435-2108-001
	    	 1
	  	 PR93007792

	
	 SUN 21 INCH COLOR MONITOR
	    	 1
	  	 3651383-01

	
	 TAPE DRIVE, 4-8 GB
 SOLARIS STORAGE UNI-PAK
	    	 1
	  	 939C1443


 

A-2 








 

	 DESCRIPTION

	    	 QUANTITY

	  	 SERIAL NUMBERS


	 SUN SG-XTAPSLR-010A
 #435-1960-001
	    	 	  	 
	
	 CABLE, TAPE DRIVE, SMALL
 COMPUTER SYSTEMS INTERFACE
 68 TO 68, SUN X3858A
 PURCHASE TO DRAWING
 #344-0025-001
	    	 1
	  	 8425-9935

	
	 TAPE, MAGNETIC 150MB
 SUN SO-QD6
 #435-1469-001
	    	 1
	  	 No S/N

	
	 CABLE ASSEMBLY, ETHERNET, RJ45,
 25FT
 CROSS-PINNED, BLACK
 BOX EYN737M-0025
 #345-5979-001
	    	 1
	  	 No S/N

	
	 ASSEMBLY, NETWORK CONTROL
 UNIT WITH NON-VOLATILE RANDOM
 ACCESS MEMORY
 256KB WITH INTERNATIONAL
 STANDARDS ORGANIZATION PRINTED CIRCUIT ASSEMBLY
 BUILDING TO DRAWING
 #150-1048-014
	    	 1
	  	 152

	
	 ASSEMBLY, SPACEWEB INDOOR UNIT
 BUILD TO DRAWING
 #150-1365-001
	    	 2
	  	 98520010
 98520008

	
	 CABLE ASSEMBLY, SYMBOL/TIME
 DIVISION MULTIPLEX INTERFACE
 BUILD TO DRAWING
 #345-5119-21
	    	 2
	  	 No S/N

	
	 POWER SUPPLY MONITOR MODEL 26
	    	 1
	  	 0116

	
	 WTI INCS-64 INTELLIGENT
 CONNECTIVITY SYSTEM
	    	 1
	  	 67221

	 RADYNE COMSTREAM
 DIGITAL VIDEO BROADCAST
 MODULATOR DVB3030
	    	 1
	  	 00106506070A

	
	 LOGIC INNOVATIONS
 INTERNET PROTOCOL
	    	 1
	  	 298002500017


 

A-3 








 

	 DESCRIPTION

	    	 QUANTITY

	  	 SERIAL NUMBERS


	 ENCAPSULATOR
 #IPE-2000
	    	 	  	 
	
	 ACT WIRELESS QUAD DEMODULATOR
 #QD2048
	    	 4
	  	 U051082 U051377
 U051326 U051491

	
	 MCL KU BAND TRAVELING WAVE TUBE AMPLIFIER, 150 WATT, 2 UNITS
  
 [NOTE: ONE UNIT NOT IN WORKING ORDER]
	    	 1
	  	 1015
 1016

	
	 MITEQ KU BAND UP/DOWN
 CONVERTER
	    	 1
	  	 156312

	
	 10 MEGA-HERTZ MASTER
 OSCILLATOR
	    	 1
	  	 124

	
	 CODAN 5900 KU BAND TRANSCEIVER
 [NOTE: NOT IN WORKING ORDER]
	    	 1
	  	 A0242

	
	 CODAN 5581 POWER SUPPLY
	    	 1
	  	 A1923

	
	 CODAN SOLID STATE POWER
 AMPLIFIER, KU BAND 16 WATT
	    	 1
	  	 A0150

	
	 SATELLITE SYSTEMS MODEL 5420
 70 MEGA-HERTZ INTERMEDIATE FREQUENCY TO L-BAND UPCONVERTER
	    	 1
	  	 13898

	
	 SATELLITE SYSTEMS ATX-1000
 ANTENNA POSITIONING SYSTEM
	    	 1
	  	 13952

	
	 HARMONIC TRX-100
 INTERNET PROTOCOL
 ENCAPSULATOR
 [NOTE: ONE OF TWO NOT IN WORKING ORDER]
	    	 2
	  	 751898
 2775

	
	 PARADISE P300
 SATELLITE MODEM
	    	 1
	  	 2115

	
	 SM2020 DIGITAL VIDEO BROADCAST
 MODULATOR CALIFORNIA EF DATA
	    	 1
	  	 991290181


 

A-4 








 

	 DESCRIPTION

	    	 QUANTITY

	  	 SERIAL NUMBERS


	
	 SYSTRON DONNER 762
 SPECTRUM ANALYZER
	    	 1
	  	 3360375

	
	 GILAT SKYDATA MODEL 2470 VSAT TERMINAL
	    	 1
	  	 0326-0264

	
	 GILAT SKYDATA MODEM 2462-D-1 OUTDOOR UNIT
	    	 1
	  	 0253-0196

	
	 MOONBEAMER CHASSIS
	    	 241
	  	 No S/N

	
	 DAMA MODULATOR CARD
	    	 8
	  	 B300414 B300406
 B300416 B300418
 B300412 B300121
 B300394 B300395
 B300422

	
	 2 WATT BLOCK UPCONVERTER/TRANSMITTER
	    	 2
	  	 13311-0401 A3353A

	
	 LOW NOISE BLOCK DOWNCONVERTER
	    	 15
	  	 91235979 91235873
 91235870 8Z232272
 91235875 03288166
 91235869 91235866
 91235886 91235959
 91235879 91235880
 91235978 91235977
 91235980

	
	 MOONBEAMER TRANSMIT POWER SUPPLY
	    	 7
	  	 CA16011180
 CA16011174
 CA16011178
 CA04093013
 CA04093621
 CA04093615

	
	 1.2 METER ANTENNA
	    	 5
	  	 No S/N

	
	 CENTRAL PROCESSOR UNIT POWER SUPPLY
	    	 3
	  	 T0073510M1A912541
 T10907988M1A942536
 T0073507M1A912541

	
	 BACKPLANE
	    	 3
	  	 01023323 01023322
 01023324

	
	 MOONBEAMER CENTRAL PROCESSOR UNIT CARD
	    	 1
	  	 1C30144


 

A-5 








 

	 DESCRIPTION

	    	 QUANTITY

	  	 SERIAL NUMBERS


	 VERTEX RSI 9 METER ANTENNA
 WITH 4 PORT C BAND FEED
	    	 1
	  	 F251-107

	
	 VERTEX RSI 6.1 METER ANTENNA
 WITH 2 PORT KU BAND FEED
	    	 1
	  	 G338-119

	
	 PRINTER, NETWORK
 READY, FOR 110 V POWER
 HP LASER JET 2100 TN
	    	 1
	  	 USGR013009

	
	 EF DATA MODULATOR
 REDUNDANCY SWITCH
	    	 1
	  	 992038754

	
	 EF DATA MODULATOR
 MODEL SDM300
	    	 1
	  	 972008187

	
	 CISCO SYSTEM 2620 ROUTER
 SH 800-04956-02
	    	 1
	  	 JAB033883PW

	
	 CISCO SYSTEMS MODEL CATALYST
2924XL ETHERNET SWITCH
	    	 1
	  	 005080715500


 
B. Contract
Rights. 
 
All rights of the Debtor and
its affiliates in and to the following contracts, including any and all amendments, extensions, revisions and modifications thereto and restatements thereof, whether written or oral: 
 

	 	•	 	Letter Agreement, dated as of October 12, 2000, by and between Foundation Telecommunications, Inc. and the Debtor. 

 

	 	•	 	Internet Service Agreement, dated as of April 15, 2002, by and between the Debtor and Gardtal Holdings Ltd. 

 

	 	•	 	Oral agreement for internet access services by and between the Debtor and Siricomm, Inc. (“Siricomm”), pursuant to which Siricomm currently pays the Debtor
$350.00 per month for internet access services for each of four (4) terminals (for an aggregate payment of $1,400.00 per month). 

 

	 	•	 	Oral agreement for internet access services by and between the Debtor and Global Communication Support, LLC, dba Advanced Broadband (“Advanced Broadband”),
pursuant to which Advanced Broadband currently pays the Debtor $350.00 per month for internet access services for one (1) terminal (for an aggregate payment of $350.00 per month). 

 

A-6 








 
C. Accounts and Other
Rights to Payment. 
 
All accounts and
other rights to payment arising from the provision of goods and services by the Debtor to Foundation Telecommunications, Inc., Gardtal Holdings Ltd., Siricomm, Advanced Broadband and each of their respective affiliates, successors and assigns.

 
D. Patent Collateral. 
 
Any and all discoveries and inventions and disclosures
thereof (whether patentable or not), patent applications and patents, including, without limitation, the patents listed in Section D(1) of this Appendix A and the patent applications listed in Section D(2) of this Appendix A (in each case as this
Appendix A may be amended from time to time), and similar interests provided by law, whether statutory or common law, whether now or hereafter existing and whether now owned or hereafter acquired, including, without limitation, all income and
proceeds thereof (including, by way of illustration and not limitation, license royalties and damages and other proceeds of infringement suits), the right to sue for past, present and future infringements, all rights corresponding or relating to any
of the foregoing throughout the world and all reissues, re-examinations, divisions, continuations, continuations-in-part, renewals, extensions, and improvements thereof (collectively called the “Patent Collateral”) and all records
pertaining to and all proceeds of any of the foregoing. 
 
(1) U.S. Patents. 
 

	 PATENT NO.

	 	 ISSUED

	 	 INVENTORS

	 	 TITLE


	 6,032,193
	 	 February 29, 2000
	 	 Mark K. Sullivan
	 	 Computer system having virtual circuit address altered by local computer to switch to different physical data link to
increase data transmission bandwidth


 
(2)
U.S. Patent Applications. 
 

	 APPLICATION NO.

	 	 FILED

	  	 APPLICANTS

	 	 TITLE


	 09/758,581
	 	 January 11, 2001
	  	 Mark K. Sullivan and Charles Adam Crowder
	 	 Method and system for improving data transmission and storage of markup language documents

	
	 09/966,325
	 	 September 28, 2001
	  	 Mark Sullivan
	 	 Apparatus and method for efficient live webcasting and network connectivity


 

A-7 








 
E. Intellectual Property
Collateral. 
 
Any and all designs,
industrial properties, works of authorship, maskworks, trademarks, service marks, trade names, trade dresses, trade secrets, databases, confidential or proprietary information, and other intellectual properties or proprietary interests, including,
without limitation, all items specifically identified in this Section E of this Appendix A (as Appendix A may be amended from time to time), and similar interests provided by law, and all of the Debtor’s rights, titles and interests therein and
thereto and all of the Debtor’s rights, powers, privileges and immunities thereunder, whether statutory or common law, whether now or hereafter existing, whether or not subject to a governmental application, registration or other filings, and
whether now owned or hereafter acquired, including, without limitation, all income and proceeds thereof (including, by way of illustration and not limitation, license royalties and damages and other proceeds of infringement suits), the right to sue
for past, present and future infringements, all governmental applications, registrations and other filings with respect thereto, all rights corresponding or relating to any of the foregoing throughout the world, and all improvement, extensions,
derivative works, modifications, and enhancements thereof (collectively called the “Intellectual Property Collateral”) and all records pertaining to and all proceeds of any of the foregoing. 
 
(1) Trademarks, Service Marks, and Trade Names 
 
CISLUNAR 
 
CISLUNAR in stylized form 
 
“C” in stylized form around dot

 
CISLUNAR NETWORKS 
 
CISLUNAR NETWORKS in stylized form

 
Cislunar Networks Corporation

 
(2) Domain Names 
 
CISLUNAR.NET 
 
(3) Works of Authorship 
 
(i) Moonbeamer Terminal Software,
including without limitation: 
 

	 	•	 	DVB receiver control dvbd.c 

 

	 	•	 	Inroute modulator control damad.c 

 

	 	•	 	Inroute transmit device driver sattx.c 

 

	 	•	 	Configuration receiver recvconfig.c 

 

	 	•	 	Web-based configurator wwwconfig.c 

 
 

A-8 








 

	 	•	 	Startup file downloader getfile.c 

 

	 	•	 	Signal strength indicator ss.c 

 

	 	•	 	Status report transmitter monitor.c 

 

	 	(ii)	 	Hub Software, including without limitation: 

 

	 	•	 	Remote restart sendreboot.c 

 

	 	•	 	Inroute remote control damaset.c 

 

	 	•	 	Inroute device driver satrx.c 

 

	 	•	 	Configuration broadcast uplinksender.c 

 

	 	•	 	Cryptographic access control authorize.c 

 

	 	•	 	Status report receiver listen.c 

 

	 	•	 	Network status alarm monitor.c 

 

	 	•	 	Demodulator assignment qd2048.c 

 

	 	(iii)	 	Look Angle Calculator: satcalc.c (Web site software) 

 
(4) Trade Secrets 
 

	 	(i)	 	Customer and prospect lists 

 

	 	(ii)	 	Vendor lists 

 

	 	(iii)	 	Books of account and related business records 

 

	 	(iv)	 	Software identified in Section E(3) of this Appendix A 

 
(5) Licenses 
 

	 	(i)	 	X.NMS SOFTWARE #325-1002 

 

	 	(ii)	 	X.STAR NET PROTOCOL SOFTWARE #325-1002 

 

	 	(iii)	 	TERMINAL CONTROL PROTOCOL / INTERNET PROTOCOL SOFTWARE #325-1002 

 

	 	(iv)	 	Logic Innovations IPE-2000 70 Mb/s operation 

 

	 	(v)	 	Intuit Quick Books Pro 98 

 
F. FCC Licenses. 
 
All rights and interests of the Debtor in any and all licenses and permits (collectively referred to as the “FCC
Licenses”) issued by the Federal Communications Commission 

 

A-9 









(the “FCC”), subject to applicable law and FCC rules and regulations governing the FCC Licenses, including without limitation the
following: 
 

	 	•	 	that certain Radio Station Authorization, Call Sign No. E000076, File No.: SES-LIC-20000207-00177, granted to Cislunar Networks Corp. on September 27, 2000 for
Domestic Fixed Satellite Service; 

 

	 	•	 	that certain Radio Station Authorization, Call Sign No. E990333, File No.: SES-MOD-20000218-00257, granted to Cislunar Networks Corp. on May 10, 2000 for Domestic
Fixed Satellite Service; and 

 

	 	•	 	that certain Radio Station Authorization, Call Sign No. E020131, File No.: SES-LIC-20020515-00787, granted to Cislunar Networks Corp. on September 3, 2002 for
Domestic Fixed Satellite Service. 

 

A-10