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EXHIBIT 10.1.2
f
VIA FACSIMILE (000) 000-0000
AND OVERNIGHT COURIER
January 29, 1997
[MOBILECOMM LOGO]
Xxxxxxxx X. Xxxxx
Vice President, Finance & Operations
00000 Xxxxxxx Xxxx., Xxxxx 0000
Xxxxxxx Xxxx, XX 00000
Re: Amended Settlement
Dear Xx. Xxxxx:
This Letter Agreement is to confirm the understanding of MobileMedia
Communications, Inc., as successor to MobileMedia Corporation, ("MobileMedia")
and Voice Powered Technology International, Inc. ("VPTI") regarding the
settlement of any disputes between the parties.
The parties, either by themselves or by a parent or subsidiary, have previously
entered into a Purchase and Joint Marketing Agreement dated December 11, 1995
("PJM Agreement") and a Settlement Agreement dated November 13, 1996
("Settlement Agreement"). A dispute has arisen in connection with such
Agreements and the parties to settle dispute in accordance with the terms of
this Letter Agreement.
Provided that VPTI executes this Letter Agreement prior to 2:30 p.m. Eastern
Time on January 29, 1997, then upon such execution MobileMedia shall pay to VPTI
an amount equal to $252,400.00, which payment shall be made by wire transfer by
close of business on January 29, 1997.
Upon payment of such amount, VPTI along with its parents, affiliates,
successors and assigns and its employees, shareholders, partners, limited
partners, directors, officers, parents, subsidiaries, representatives and
agents, does hereby release, acquit and discharge MobileMedia, along with its
parents, affiliates, successors and assigns and its employees, shareholders,
partners, limited partners, directors, officers, parents, subsidiaries,
representatives and agents from any and all claims, liabilities, demands,
causes of action, costs, expenses and attorney's fees arising out of the PJM
Agreement and the Settlement Agreement prior to the date of this Letter
Agreement, including without limitation all claims raised in the letters of
VPTI to MobileMedia dated January 13, 1997 and December 17, 1996.
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Xxxxxxxx X. Xxxxx
January 29, 1997
Page 2
This Letter Agreement sets forth the entire agreement between the parties and
fully supersedes any prior oral or written agreements between the parties
regarding the subject matter hereof, including the Settlement Agreement;
provided however that Sections 2, 3, 4, 6, 7, 9, 10, 11 and 12 of the
Settlement Agreement shall remain in full force and effect and the term with
respect to Sections 2, 3, 4 and 6 of the Settlement Agreement shall be as
specified in Section 8 of the Settlement Agreement. If any material breach of
Sections 2, 3, 4 and 6 of the Settlement Agreement continues uncorrected for
more than 30 days after written notice from the aggrieved party describing the
breach, the aggrieved party shall be entitled to declare a default and pursue
any and all remedies available at law or equity, except as specifically limited
elsewhere in this Letter Agreement. This Agreement may not be amended, in whole
or in part, except by a written instrument duly executed by the parties.
This Letter Agreement shall inure to the benefit of and be binding upon the
parties, including all of their officers, directors, agents, representatives,
employees, affiliates, parents, subsidiaries, partners, limited partners,
successors and assigns.
Please confirm VPTI's agreements with this Letter Agreement by having a duly
executed copy of this Letter Agreement returned to Xxxxxxx X. Xxxxxx both (i)
via facsimile at (000) 000-0000 before 2:30 p.m. Eastern Time today and (ii) by
overnight courier at the address listed at the top of this Letter Agreement.
Sincerely,
MOBILEMEDIA CORPORATION
MOBILEMEDIA COMMUNICATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, Secretary
cc: Xxxxxxx X. Xxxxxx
AGREED AND ACCEPTED:
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
By: /s/ [SIG]
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Name: Illegible
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Title: Illegible
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Date: 1/29/97
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