EXHIBIT 4
CLARIFICATION AGREEMENT
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This CLARIFICATION AGREEMENT (the "Agreement") made between WORLD
CALLNET, INC. ("WOWW") and MAILTV PTY, LTD ("MIVA"), effective this 23rd day of
February 2000.
RECITALS
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1. WOWW and MTVA hereby acknowledge that they have not completed their
obligations respectively with respect to their performance of
Conditions Precedent under the Stock Purchase Agreement dated 30th
September 1999, and as amended on 30th November 1999, 15th December
1999, and 22nd December 1999 (the "Stock Purchase Agreement").
2. Without any admission or denial of liability, both parties believe that
they have claims against the other in connection with the other's
performance under the Stock Purchase Agreement and both parties desire
to resolve same amicably.
IN CONSIDERATION OF THE SETTLEMENT OF EACH PARTY'S CLAIMS AGAINST THE OTHER
PARTY THERETO, THE PARTIES AGREE AS FOLLOWS:
1. Upon execution of this Agreement by both WOWW and MTVA the shareholders
meeting schedule for February 24, 2000 shall proceed a s a validly
convened meeting of shareholders with the full support of both MTVA and
WOWW.
2. Upon execution of this Agreement the threatened Legal Action outlined
in the two letters dated 22nd February 2000 headed "Notice of Default"
and "Notice of Invalidity of Noticed Shareholder Meeting" form MTVA
Legal Council, Xx. Xxxxxxxx X. Xxxxxx of Xxxxxx & Associates are
unreservedly and unconditionally withdrawn. Furthermore with respect to
the validity of the Shareholders Meeting and any claims that may have
existed from MTVA, its Directors, Officers and Agents are
unconditionally waived by MTVA, ITS Directors, Officers and Agents.
3. Upon execution of this Agreement WOWW shall ratify and confirm the
prior appointment of Xx. Xxxxxx Xxxxxx and Xx. Xxxxx Xxxxxx tot he
Board of Directors of WOWW at the earliest opportunity.
4. The Asia Pacific Joint Venture Agreement between the parties and the
License Agreements for this Joint Venture and for the Australian rights
to MailTV shall be completed tot he joint satisfaction of the parties
and exchanged as a priority.
5. On completion by WOWW, and delivery and acceptance of all outstanding
Conditions Precedent to MTVA's performance under the Stock Purchase
Agreement dated 30th September 1999, and as amended on 30th November
1999, 15th December 1999, and 22nd
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December 1999, MTVA shall settle all payments due to WOWW within 30
days from the date of completion by WOWW.
6. WOWW shall co-operate fully with MTVA in order to permit MTVA to
complete the due-diligence which is a condition precedent to closing
and further shall assist where requested to complete the due diligence
process and final settlement.
7. Upon such final settlement of clause 5, WOWW will convene a meeting of
shareholders to, inter alia, amend its Bylaws to make provision for
further appointments to the Board. If the shareholders meeting is
convened before final settlement between WOWW and MTVA, WOWW shall
amend its Bylaws to make provision for further appointments to the
Board.
8. MTVA shall have the right to match any WOWW share issuance and
purchase up to a maximum 50% equity holding in WOWW, provided they do
so at the greater of a) the price of the issue, or b) the average
closing price foe WOWW over the previous ten (10) trading days, or c)
the price of the most recent share issuance completed by WOWW and that
they do so within forty-five (45) days of being notified by WOWW that
the share issuance has been completed. If MTVA do purchase 50% of WOWW
on this basis and the resolution to increase the number of directors
on the Board of WOWW has been passed, MTVA will be entitled to appoint
a third director to the board of WOWW. No securities for specific
property. Furthermore WOWW shall assist investors in MTVA to complete
due diligence and shall in no way interfere or circumvent MTVA's
efforts to obtain capital from such investors.
9. All other terms shall be as set forth in the written Stock Purchase
Agreement as amended on 30th November 1999, 15th December 1999 and 22nd
December 1999.
SIGNED THIS 23RD DAY OF FEBRUARY 2000 AS A DEED OF SETTLEMENT AND AGREEMENT
BETWEEN THE PARTIES HERETO.
SIGNED BY THE DULY AUTHORISED REPRESENTATIVES OF THE PARTIES
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
WORLD CALLNET INC. MAILTV PTY LTD.
Signature /s/ Xxxxx Xxxxxxx-Xxxxxxx Signature /s/ Xxxxxx X. Xxxxxx
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Name Xxxxx Xxxxxxx-Xxxxxxx Name Xxxxxx X. Xxxxxx
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(please print) (please print)
Position Chief Operational Officer Position Director
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Date 23/2/2000 Date 23/2/2000
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