XXXXXX X. XXXXXXX
45 X. Xxxxxxxx Xxxx
XX Xxx 0000
Xxxxxxx, XX 00000
(000) 000-0000
March 9, 2000
VIA FEDERAL EXPRESS
And Fax (000) 000-0000
Mr. Xxxx Xxxxxxxx
C/o Gold & Xxxxx Transfer, S.A.
0000 00xx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
Re: Put Option - Revocation of Exercise Notice; Revised Exercise Notice
Dear Xx. Xxxxxxxx:
Reference is made to that certain Put Agreement, dated September 21, 1999,
between and among Xxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxxxxx, Revision LLC,
Total-Tel USA Communications, Inc. and Foundation for the Independent Non-
Governmental Development of Space, as amended (the "Put Agreement").
Capitalized terms used in this letter without definition shall have the
meanings set forth in the Put Agreement.
As agreed, that certain Exercise Notice dated February 9, 2000 is hereby
revoked and of no further force or effect. The Exercise Notice dated February
10, 2000 with respect to certain shares owned by my Designee, Xxxxxx Xxxxxxx,
in not effected by the revocation of the Exercise Notice dated February 9th.
1. Common Stock of Xxxxxx Xxxxxxx. In accordance with the requirements
of Section 2.2 of the Put Agreement, I hereby give notice of the exercise of
the Put Option. The information required by Section 2.2(a) to (e) of the Put
Agreement is set forth below as follows:
Number of Purchase
Name of Put Holder Shares To Be Sold Price
Xxxxxx Xxxxxxx 160,222 shares $2,563,552
----------
160,222 shares $2,563,552
The purchase price payment for the above-referenced shares should be wired
directly to my account as follows:
Summit Bank
ABA: 000000000
00 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx Xxxx, XX
To benefit Xxxxxx Xxxxxxx
Account No. 303541547
2. Common Stock of Designee of Xxxxxx Xxxxxxx. I hereby give notice of
the exercise of the Put Option with respect to my Designee listed below. The
information required by Sections 2.2(a) to (e) of the Put Agreement with
respect to such Put Holder is set forth below as follows:
Number of Purchase
Name of Put Holder Shares To Be Sold Price
Xxxxxxx Charitable Foundation 42,296 $676,736
----------------------------
42,496 $676,736
The purchase price payment for the above-referenced shares should be wired
directly to the account number and bank specified below:
Summit Bank
ABA: 000000000
00 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx Xxxx, XX
To benefit of Xxxxxxx Charitable Foundation
Account No. 4003034652
I would like to suggest that the Closing for the purchase and sale
transactions listed above be held on March 10, 2000, at 10:00 a.m. at the
offices of Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, as previously agreed.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
WHF:sad
c: Xxxx X. XxXxxxxxxx, Esq.
Via Federal Express
Airbill No. 8183 0000 0000
And Fax (000) 000-0000
