EXHIBIT 10.1
SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT (this "Agreement") is dated this _____ day of
May, 2001, and is executed among Teltronics, Inc., a Delaware corporation
("Teltronics") and Interactive Solutions, Inc., ("Plaintiffs") and Xxxxx X.
Xxxxxx, Xxxxxxx X. Xxxxx, Intelliworxx, Inc., a Florida corporation
("Intelliworxx") and Wavelogic, Inc. ("Defendants"), collectively referred to
herein as the "Parties."
1. Plaintiffs have sued Defendants for damages as alleged in their
complaint in a lawsuit filed in the United States District Court,
Middle District of Florida, Tampa Division, Case No. 98-CIV-1392-T-23B
(the "Lawsuit").
2. Defendants have been awarded a verdict against Plaintiffs in the
Lawsuit, including a damage award which the Court has ruled excessive.
The Court has encouraged the Parties to negotiate a settlement with
regard to the amount of damages.
3. The Court has ordered a new trial on the issue of damages only.
4. After lengthy negotiations, the Parties have agreed to settle and
release all claims by each and all of them against the others arising
out of the actions of the Parties alleged in the Lawsuit to avoid the
risk, expense and inconvenience of further litigation in accordance
with the terms and conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the Parties, intending
to be legally bound, agree as follows:
1. Settlement of Action. The Lawsuit shall be and the same hereby is
settled under and subject to the terms and conditions set forth herein. The
Defendants hereby agree not to appeal or move to set aside the verdict in the
Lawsuit on the issue of liability, only.
2. Settlement Amount.
2.1 Settlement Amount. Subject to the terms and conditions herein
stated, the Lawsuit shall be settled on the Closing Date, by Intelliworxx,
Xxxxxx, Xxxxx and Teltronics, performing the acts and delivering the
documents set forth in Section 2.2.
2.2 Payment of the Settlement Amount.
(a) Intelliworxx shall execute and deliver to Teltronics a
Promissory Note obligating Intelliworxx to pay Teltronics $700,000 in
equal monthly installments of principal and interest, the payments to
commence on August 1, 2001. Interest on the unpaid principal amount
shall run from that date at 8% per annum simple interest for the first
year, and 10% per annum simple interest for the second year. The
Promissory Note shall be secured in accordance with the provisions of
Section 4 of this agreement.
(b) Certificates representing 570,000 shares of Intelliworxx
stock shall be registered in the name of Teltronics (the Intelliworxx
Shares), together with stock powers duly endorsed in blank by
Teltronics shall be held in escrow by Xxxxxx & Xxxxxxxxx LLP, pursuant
to an escrow agreement in the form annexed hereto as Exhibit A (the
"Escrow Agreement"). The Escrow Agreement shall provide that:
(i) on or before January 2, 2002, Intelliworxx Shares having a
"Market Value" (as determined below) of $2,275,000 will be
released from escrow for sale by Teltronics;
(ii) on or before October 27, 2002, additional Intelliworxx
Shares having a Market Value equal to $2,275,000 will be
released from escrow for sale by Teltronics.
(iii) In the event and at such time as Teltronics realizes gross
proceeds of $4,550,000 from the sale of the Intelliworxx
Shares, or Intelliworxx exercises the repurchase option set
forth in Section 2.6 of this Agreement, unsold Intelliworxx
Shares will be returned to Intelliworxx for cancellation.
2.3 Issuance of Additional Intelliworxx Shares. If, on January 2, 2002
or October 27, 2002, the Market Value of the Intelliworxx Shares is less
than $2,275,000, Intelliworxx shall issue to Teltronics additional shares
of Intelliworxx Stock so that Teltronics shall realize $2,275,000 upon the
resale of the Escrow Shares, provided that Intelliworxx shall not be
required to issue more than 330,000 additional shares on January 2, 2002 or
more than 600,000 additional shares on October 27, 2002 (plus any of the
330,000 shares not issued on January 2, 2002.). The making of the payments
required by Paragraphs 2.2(a) and 2.5(a), and delivery of the Shares
required hereunder in accordance with the terms of this Agreement, shall
constitute full payment and satisfaction of Intelliworxxes obligations
under this Settlement Agreement, regardless of the market value of the
stock.
2.4 Market Value. As of any date set forth in this Section 2, "Market
Value" shall equal the "Market Price" times the number of shares of
Intelliworxx Stock. Market Price as of any such date shall equal the
greater of: (X) the closing price of a share of Intelliworxx Stock one day
prior to such date or (Y) the average closing price of shares of
Intelliworxx Stock for the thirty (30) trading days prior to such date
("Valuation Formula").
2.5 Additional Payments by Intelliworxx and Jonas.
(a) In addition to the foregoing, Intelliworxx shall pay
Teltronics $7,500.00 at closing, and shall execute a Promissory Note
requiring six (6) additional equal monthly payments, the first of
which shall be due on August 1, 2001 in the amount of $7,500. These
payments shall also be secured as set forth in Paragraph 4 of this
Agreement.
(b) In addition to the foregoing, Jonas shall pay Teltronics
$12,000 at closing, and shall execute and deliver a Promissory Note
made payable to Teltronics which will require an additional payment of
$5,250 thirty (30) days from closing, and a final payment of $5,250 to
Teltronics sixty (60) days from closing. These payments shall all be
secured in the same fashion as set forth in Section 4 of this
agreement.
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2.6 Option to Repurchase Shares. Teltronics hereby grants Intelliworxx
the option, exercisable upon not less than ten days written notice, to
purchase all Intelliworxx Shares for a price equal to $4,550,000, less the
market value realized by Teltronics from the sale of Intelliworxx Shares,
and any payments made pursuant to Paragraph 2.5. If Intelliworxx gives
Teltronics notice of it's intention to exercise this option, Teltronics
shall provide to Intelliworxx copies of all original documents relating to
the number of Intelliworxx Shares sold by Teltronics and the prices at
which such Intelliworxx Shares were sold within 5 business days of such
notice.
2.7 Stipulated Final Judgments.
(a) In addition to the foregoing, Intelliworxx and Teltronics
shall execute a Stipulation at closing, authorizing Teltronics to file
a Final Judgment in the pending court case against Intelliworxx in the
total amount of $5,250,000, less any payments made hereunder, and less
the value of any stock delivered to Teltronics hereunder, to be filed
and recorded in the event of a default by Intelliworxx under this
Agreement. The failure to make the payments required by Paragraph
2.5(a) shall not constitute a default for purposes of this Paragraph.
To the extent allowed by law, the Final Judgment shall not be
dischargeable in bankruptcy. The filing, recording and enforcement of
the Final Judgment shall be the sole remedy of Teltronics for default
by Intelliworxx to comply with the terms and conditions of under this
Settlement Agreement. Teltronics expressly waives the right to pursue
any of the causes of action raised in the Court case or any causes of
action that could have been raised in the Court case..
(b) In addition to the foregoing, Intelliworxx, Xxxxxx and
Teltronics shall execute a stipulation at closing authorizing
Teltronics to file a Final Judgment in the pending court case against
Intelliworxx and Xxxxxx in the amount of any payments not made in
accordance with the provisions of the promissory note required by
Paragraph 2.5(a). The judgment amount shall be in the amount of the
unpaid payments and may be filed and recorded in the event of a
default. To the extent allowed by law, the Final Judgment shall not be
dischargeable in bankruptcy as to Xxxxxx. The filing, recording and
enforcement of a Final Judgment shall be the sole remedy of Teltronics
for the failure of Intelliworxx to comply with the terms and
conditions of Paragraph 2.5(a). Teltronics expressly waives the right
to pursue any of the causes of action raised in the court case or any
causes of action that could have been raised in the court case.
(c) In addition to the foregoing, Jonas and Teltronics shall
execute a stipulation at closing, authorizing Teltronics to file a
Final Judgment in the pending court case against Jonas in the amount
of any payments not made in accordance with the provisions of the
Promissory note required by Paragraph 2.5(b). The Final Judgment shall
be in the amount of the unpaid payments and may be filed and recorded
in the event of default by Jonas under the promissory note. Any such
judgment shall be dischargeable in bankruptcy. Filing, recording and
enforcement of the Final Judgment shall be the sole remedy of
Teltronics for the failure of Jonas to comply with the terms and
conditions of Paragraph 2.5(b) Teltronics expressly waives the right
to pursue any of the causes of action raised in the court case or any
causes of action that could have been raised in the court case.
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2.8 Closing. The Closing shall take place at ___________ at the
offices of Teltronics, (and may be by delivery of documents by overnight
courier) not later than ___________________ or at such other time and date
as Intelliworxx and Teltronics shall agree in writing. Such time and date
are herein referred to as the "Closing Date."
3. Registration Rights. On the Closing Date, Intelliworxx and Teltronics
shall enter into a Registration Rights Agreement, in the form annexed hereto as
Exhibit B.
4. Security. In order to secure the obligations of Intelliworxx and Messrs.
Xxxxxx and Jonas under this Agreement, the Escrow Agreement and the Registration
Rights Agreement, on the Closing Date, Xxxxxx and Jonas will execute
non-recourse guarantees in the form annexed hereto as Exhibit C and will pledge
to Teltronics or its nominee 425,000 and 100,000 shares of Intelliworxx Stock
owned by them, respectively, free and clear of any and all liens, encumbrances,
options, or rights of others ("Pledged Shares") under a Pledge Agreement
substantially in the form annexed hereto as Exhibit D.
5. Stipulation Discontinuing Action. On the Closing Date, and upon the
payment of $7,500 by Intelliworxx, $12,000 by Jonas and the delivery of the
Promissory Notes, executed Escrow Agreement, Registration Rights Agreement,
Non-Recourse Guaranties and Pledges, the Parties will execute and promptly file
with the Court, a Stipulation abating the Action pending performance of the
settlement agreement by Intelliworxx, Jonas and Xxxxxx, and dismissing the
action with prejudice as to Wave Logic, Inc, providing that the Court shall, to
the extent it may determine to do so, retain jurisdiction to enforce the
remaining terms of this agreement. Upon full payment by Intelliworxx under
Paragraph 2.5(a) or in the case of Jonas, pursuant to Paragraph 2.5(b), Xxxxxx
and Teltronics, or Jonas and Teltronics, respectively, will execute stipulations
of dismissals with prejudice of all claims against Jonas or Xxxxxx as the case
may be. The dismissal of all claims against Xxxxxx and Jonas shall not have the
effect of releasing any claim by Teltronics to enforce the terms of the Security
Agreements contemplated by Section 4 of this Agreement. Upon the performance of
all of the obligations of Intelliworxx under this Settlement Agreement,
Intelliworxx and Teltronics shall execute and file a dismissal of the Action
with prejudice. Each of the foregoing stipulations of dismissal shall provide
that each party shall bear its own attorney's fees and court costs.
6. Mutual Releases. On the Closing Date, subject to the performance of
Defendants of their obligations under this Settlement Agreement, each Party
hereto, such Party's heirs, assigns and agents, do hereby fully and forever,
release, waive and discharge each of the Parties hereto, and their respective
officers, directors, shareholders, agents, employees, successors and assigns,
(hereinafter collectively referred to as the "Releasees") from and against each
and every claim, demand, cause of action, obligation, damage, complaint, expense
or action of any kind, description or nature whatsoever, known or unknown,
suspected or unsuspected, that each Party has or may hereafter have, against the
Releasees. This mutual release specifically excludes the rights and obligations
of the parties under this Agreement, the escrow agreement, the registration
rights agreement, the non-recourse guarantees and the pledges.
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7. Representations of Plaintiffs. The Plaintiffs, individually, represent,
warrant and agree as follows:
7.1 Authority to Execute and Perform Agreement; No Breach. Each
Plaintiff has the full legal right and power and all authority and approval
required to enter into, execute and deliver this Agreement and to perform
fully their respective obligations hereunder. This Agreement has been duly
executed and delivered by such Plaintiff and, assuming due execution and
delivery by, and enforceability against, Defendants, constitutes the valid
and binding obligation of such Plaintiff enforceable in accordance with its
terms, subject to the qualifications that enforcement of the rights and
remedies created hereby is subject to (i) bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors, and (ii) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). No approval or consent of, or filing with, any
governmental or regulatory body, and no approval or consent of, or filing
with, any other person is required to be obtained by such Plaintiffs or in
connection with the execution and delivery by such Plaintiffs of this
Agreement and consummation and performance by them of the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement by such Plaintiffs and the consummation of the transactions
contemplated hereby in accordance with the terms and conditions hereof by
such Plaintiffs will not:
(a) knowingly violate, conflict with or result in the breach of
any of the material terms of, or constitute (or with notice or lapse
of time or both would constitute) a material default under, any
contract, lease, agreement or other instrument or obligation to which
such Plaintiffs is a party or by or to which any of the properties and
assets of such Plaintiffs may be bound or subject;
(b) violate any order, judgment, injunction, award or decree of
any court, arbitrator, governmental or regulatory body, by which
either such Plaintiffs or the securities, assets, properties or
business of such Plaintiffs is bound; or
(c) knowingly violate any statute, law or regulation.
7.2 Securities Acknowledgments. Teltronics hereby acknowledges that:
(a) The Intelliworxx Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities act in reliance on exemptions there from.
(b) In connection with the purchase of the Intelliworxx Shares,
that no representation has been made by representatives of
Intelliworxx regarding its business, assets or prospects other than
that set forth herein and as set forth in the filings made by
Intelliworxx pursuant to Section 13 of the Securities Exchange Act of
1934, as amended and such other representations and warranties as set
forth in this Agreement.
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(c) The certificate or certificates representing the Intelliworxx
Shares will be inscribed with the following legend:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933. The securities have
been acquired for investment and may not be sold, transferred
assigned in the absence of an effective registration statement
for these securities under the Securities Act of 1933 or an
opinion of Teltronics' counsel, in form and substance reasonably
acceptable to Intelliworxx' counsel, that registration is not
required under said Act."
7.3 Securities Representations. Teltronics hereby represents, warrants
and agrees as follows:
(a) The Intelliworxx Shares are being acquired solely for such
Teltronics' own account, for investment and are not being acquired
with a view to or for the resale or distribution thereof, except as
contemplated by the Registration Rights Agreement, Teltronics has no
present plans to enter into any such contract, undertaking, agreement
or arrangement and Teltronics further understands that the
Intelliworxx Shares, may only be resold pursuant to a registration
statement under the Securities Act, or pursuant to some other
available exemption;
(b) Teltronics is an "accredited investor" as that term is
defined in Regulation D of the Securities Act and through its officers
and directors has sufficient knowledge and experience in financial and
business matters to be capable of evaluating the merits and the risks
of its investment in the Intelliworxx Shares and is able to bear the
economic risk of its investment in the Intelliworxx Shares;
8. Representations of Defendants. Each Defendant represents, warrants and
agrees as follows:
8.1 Authorization. Each Defendant has full power, legal capacity and
authority to enter into this Agreement, to execute all attendant documents
and instruments necessary to consummate the transaction herein
contemplated, and, as to Intelliworxx, to issue and sell the Intelliworxx
Shares to Teltronics, and to perform all of its obligations hereunder. This
Agreement and all other agreements, documents and instruments to be
executed in connection herewith have been effectively authorized by all
necessary action, corporate or otherwise, on the part of the Defendants,
which authorizations remain in full force and effect, have been duly
executed and delivered by the Defendants, and no other corporate
proceedings on the part of the Defendants are required to authorize this
Agreement and the transactions contemplated hereby, except as specifically
set forth herein. This Agreement constitutes the legal, valid and binding
obligation of the Defendants and is enforceable with respect to the
Defendants in accordance with its terms, except as enforcement hereof may
be limited by bankruptcy, insolvency, reorganization, priority or other
laws of court decisions relating to or affecting generally the endorsements
of creditors' rights or affecting generally the availability of equitable
remedies. Neither the execution and delivery of this Agreement, nor the
consummation by the Defendants of any of the transactions contemplated
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hereby, or compliance with any of the provisions hereof, will (i) conflict
with or result in a breach or, violation of, or default under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,
license, lease, credit agreement or other agreement, document, instrument
or obligation (including, without limitation, any of its charter documents)
to which the Defendants is a party or by which the Defendants or any of its
assets or properties may be bound, or (ii) violate any judgment, order,
injunction, decree, statute, rule or properties of the Defendants. No
authorization, consent or approval of any public body of authority or any
third party is necessary for the consummation by the Defendants of the
transactions contemplated by this Agreement.
8.2 Compliance with Law and Government Regulations. The Defendants are
in compliance with all applicable statutes, regulations, decrees, orders,
restrictions, guidelines and standards, whether mandatory or voluntary,
imposed by the United States of America, any state, county, municipality or
agency of any thereof, and any foreign country or government to which the
Defendants are subject. Without limiting the generality of the foregoing,
the Defendants have filed all reports and statements required to be filed
pursuant to the Securities Act of 1933 (the "1933 Act") and Securities
Exchange Act of 1934 (the "1934 Act") including all periodic reports
required under the Section 13 or 15 of the Exchange Act. Each of such
reports was complete, did not contain any material misstatement of or omit
to state any material fact.
8.3 Shares. The Intelliworxx Shares to be issued and delivered to
Teltronics shall be fully paid, non-assessable and free and clear of any
lien, claim, charge of encumbrance.
9. No Admission. The Parties agree that the execution of this Agreement is
not an admission by any of them of liability with respect to damages, except as
set forth in this Agreement.
10. Miscellaneous Provisions.
10.1 Severability. In the event that any provision of this Agreement
is found to be illegal or unenforceable by any court or tribunal of
competent jurisdiction, then to the extent that such provision may be made
enforceable by amendment to or modification thereof, the Parties agree to
make such amendment or modification so that the same shall be made valid
and enforceable to the fullest extent permissible under existing law and
public policies in the jurisdiction where enforcement is sought, and in the
event that the Parties cannot so agree, such provision shall be modified by
such court or tribunal to conform, to the fullest extent permissible under
applicable law, to the intent of the Parties in a valid and enforceable
manner, if possible and if not possible, then be stricken entirely from the
Agreement by such court or tribunal and the remainder of this Agreement
shall remain binding on the parties hereto.
10.2 Amendment. No amendment or modification of the terms or
conditions of this Agreement shall be valid unless in writing and signed by
the party or parties to be bound thereby.
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10.3 Governing Law. This Agreement shall be interpreted, construed,
governed and enforced according to the internal laws of the State of
Florida without regard to conflict or choice of law principles of Florida
or any other jurisdiction. This Agreement shall be executed in Florida and
is intended to be performed in Florida. In the event of litigation arising
out of this Agreement, the parties hereto consent to the personal
jurisdiction of the State of Florida, and agree to exclusively litigate
said actions, in the court having jurisdiction over the Lawsuit.
10.4 No Waiver. If any party to this Agreement fails to, or elects not
to enforce any right or remedy to which it may be entitled hereunder or by
law, such right or remedy shall not be waived, nor shall such nonaction be
construed to confer a waiver as to any continued or future acts, nor shall
any other right or remedy be waived as a result thereof. No right under
this Agreement shall be waived except as evidenced by a written document
signed by the party waiving such right, and any such waiver shall apply
only to the act or acts expressly waived in said document.
10.5 Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart will, for all purposes, be deemed
an original instrument, but all such counterparts together will constitute
but one and the same Agreement.
10.6 Binding Agreement. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, and upon their respective
heirs, successors, assigns and legal representatives.
10.7 Counsel. Each of the parties hereto represents that it, she or he
has consulted legal counsel in connection with this Agreement, or has been
given full opportunity to review this Agreement with counsel of his, her or
its choice prior to execution thereof and has elected not to seek such
counsel. The parties hereto waive all claims that they were not adequately
represented in connection with the negotiation, drafting and execution of
this Agreement. Each party further agrees to bear its own costs and
expenses, including attorneys' fees, in connection with the Action and this
Agreement. If any Party initiates any legal action arising out of or in
connection with enforcement of this Agreement, the prevailing Party in such
legal action shall be entitled to recover from the other Party all
reasonable attorneys' fees, expert witness fees and expenses incurred by
the prevailing Party in connection therewith.
10.8 Notices. All notices and demands permitted, required or provided
for by this Agreement shall be made in writing, and shall be deemed
adequately delivered if delivered by hand or by mailing the same via the
United States Mail, prepaid certified or registered mail, return receipt
requested, or by priority overnight courier for next business day delivery
by a nationally recognized overnight courier service that regularly
maintains records of its pick-ups and deliveries and has daily deliveries
to the area to which the notice is sent, addressed to the parties at their
respective addresses as shown below:
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Name Address
---- -------
To Company Intelliworxx, Inc.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
With a Copy To: Xxxxxx & Xxxxxxxxx LLP
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
To Teltronics: Teltronics Inc.
0000 Xxxxxxxxxx Xxxxxxxxxx Xxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
With a Copy To: Xxxx X. Xxxxx, Esq.
Xxxxx & Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
To Interactive Solutions: Interactive Solutions
c/o Teltronics Inc.
0000 Xxxxxxxxxx Xxxxxxxxxx Xxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
To Xxxxx X. Xxxxxx: Xxxxx X. Xxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
To Xxxxxxx X. Xxxxx: Xxxxxxx X. Xxxxx
c/o Intelliworxx, Inc.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
To Wavelogic: Wavelogic, Inc.
c/o Intelliworxx, Inc.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Notices delivered personally shall be deemed communicated as of the
date of actual receipt. Notices mailed as set forth above shall be deemed
communicated as of the date three (3) business days after mailing, and
notices sent by overnight courier shall be deemed communicated as of the
date one (1) business day after sending.
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10.9 Entire Agreement. This Agreement and the Exhibits hereto set
forth the entire agreement and understanding of the parties hereto in
respect of the subject matter contained herein, and supersedes all prior
agreements, promises, understandings, letters of intent, covenants,
arrangements, communications, representations or warranties, whether oral
or written, by any party hereto or by any related or unrelated third party.
All exhibits attached hereto, and all certificates, documents and other
instruments delivered or to be delivered pursuant to the terms hereof are
hereby expressly made a part of this Agreement, and all references herein
to the terms "this Agreement", "hereunder", "herein", "hereby" or "hereto"
shall be deemed to refer to this Agreement and to all such writings.
10.10 Successors and Assigns. As used herein the term "the Parties"
shall include their respective successors in interest, licensees or
assigns, except that Defendants shall not assign any of their rights or
delegate any of their obligations under this Agreement, except Intelliworxx
repurchase option set forth in Section 2.6 of this Agreement, without the
prior written consent of Teltronics.
10.11 Documents. At the conclusion of the Action, each Party shall
return to the other all documents and papers produced by the other in
connection with the Action.
10.12 Execution. Each person who signs this Agreement on behalf of a
corporate entity represents and warrants that he has full and complete
authority to execute this Agreement on behalf of such entity. Each party
shall bear the fees and expenses of its counsel and its own out-of-pocket
costs in connection with the Action and this Agreement.
10.13 Captions. The captions appearing in this Agreement are for
convenience only, and shall have no effect on the construction or
interpretation of this Agreement.
10.14 Facsimile Signatures. Facsimile copies of signatures shall be
deemed original signatures, and this Agreement may be executed in
counter-part.
Executed by the Parties on this _____ day of May, 2001.
Intelliworxx, Inc. Teltronics, Inc.
By: By:
Name: /s/ Xxxxx X. Xxxxxxxx Name:/s/ Xxxx Xxxxxxx
--------------------------- ---------------------
Title: CEO Title: CEO
---------- ----------
Interactive Solutions, Inc. Wavelogic, Inc.
By: By:
Name: /s/ Xxxx Xxxxxxx Name: /s/ Xxxxx X. Xxxxxx
---------------------- -------------------------
Title: President Title: President
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
------------------- --------------------
XXXXX X. XXXXXX XXXXXXX X. XXXXX
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