BRIA COMMUNICATIONS CORP.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Tel. (000) 000-0000
fax (000) 000-0000
July 7, 1995
Xx. Xxxxxxx X. Xxxxxxx
Xx. Xxx X. Xxxxxxxx
Material Technology, Inc.
179 Avenue at the Commons - Suite 2
Xxxxxxxxxx, XX 00000
RE: Settlement of All Claims and Debts
Gentlemen:
This Letter Agreement serves to modify and amend the Settlement Agreement dated
December 16, 1994, by and between Metallurgical Industries, Inc., n/k/a BRIA
Communications Corp. (the "Company"), Canton Industrial Corporation, A-Z
Professional Consultants, Inc., Xxx X. Xxxxxxxx ("Xxxxxxxx"), and Xxxxxxx X.
Xxxxxxx ("Xxxxxxx"). The Settlement Agreement required Xxxxxxx to deliver all of
the Company's corporate books, documents, files and any and all other records to
the Company's new office in Salt Lake City.
The Company was required, pursuant to the Settlement Agreement, to make a
$15,000 payment to Xxxxxxxx for three months of services beginning December 31,
1994, a $11,700 payment to Xxxxxxx for three months of services beginning
December 31, 1994, a $10,000 payment to the IRS for part of the Company's
outstanding balance of payroll taxes, and finally required to honor its
commitment to the holders of options and warrants as identified in Exhibit B of
the Settlement Agreement.
The parties to the Settlement Agreement agree that upon Xxxxxxx'x delivery to
the Company in Salt Lake City of the detailed trial balance for the fiscal year
ending December 31, 1994, and upon the agreement of Xxxxxxx and Xxxxxxxx to
deliver any and all other records of the Company in their possession hereafter
discovered by the Company to be material and necessary to the Company, that
Xxxxxxx and Xxxxxxxx will have performed all services required of them pursuant
to the Settlement Agreement and that the Company will then be obligated to
render the payments above as well as payments pursuant to Consulting Agreements
between Xxxxxxxx and Xxxxxxx and the Company dated December 31, 1993, and issue
the shares identified in Exhibit B of the Settlement Agreement. These shares
will be registered by the Company under the terms of the Settlement Agreement.
As settlement of the amounts owing to Xxxxxxx and Xxxxxxxx, the Company agrees
to issue, and Xxxxxxx and Xxxxxxxx agree to accept, shares of the Company's
common stock at the rate of one (1) share for each $1.00 owed to Xxxxxxx and
Xxxxxxxx pursuant to the December 31, 1993 Consulting Agreements (55,800 shares
apiece), and one (1) share for each $0.50 owed to Xxxxxxx and Xxxxxxxx as
detailed above (30,000 shares to Xxxxxxxx and 23,400 shares to Xxxxxxx), and one
(1) share for each $0.50 owed to the IRS for the payroll taxes (20,000 shares to
Xxxxxxxx and Xxxxxxx jointly). The Company agrees to use its best efforts to
register all such shares pursuant to Form S-8 registration statement as soon as
possible. All parties herein acknowledge the Company's present incapability to
so register the shares due to its non-filing of periodic reports with the
Securities and Exchange Commission. The Company will instruct its transfer agent
to issue these shares without any restrictions but not release the shares until
the Form S-8 is effective.
The Company issued shares of its common stock to Xxxxxxx, Xxx Xxxxxxxx, and
Xxxxxxxx Xxxxxxxx pursuant to Paragraph 1(b)(v) of the Settlement Agreement. The
Company hereby agrees to register these shares whenever it shall first register
Class A common stock under a public registration statement.
Upon the receipt of the detailed trial balance for the fiscal year ending
December 31, 1994, the Company will instruct its transfer agent to issue to
shares described in the preceding paragraphs and retain possession of all shares
except those being issued pursuant to Exhibit B of the Settlement Agreement. The
issuance of the shares described herein shall constitute the full satisfaction
of all obligations arising from the Settlement Agreement.
IN WITNESS WHEREOF, the signatures of the parties below evidence their execution
of this Letter Agreement on the date above written.
BRIA Communications Corp. Canton Industrial Corporation
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxx
A-Z Professional Consultants, Inc. Xxx X. Xxxxxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
