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SYMPOSIUM
CORPORATION
000 XXXX XXXXXX, XXXXX 000
XXX XXXX, XXX XXXX 00000-0000
xxx.xxxxxxxxxxxxx.xxx
TELEPHONE (000) 000-0000
FAX (000) 000-0000
August 3, 2000
Executive Management Services and
Xxxxxx Xxxxxxxx-Xxxxx
Xxxxxx Xxxxx
00 Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxx
Dear Rupert,
This letter will confirm our mutual agreement to the following:
1. The Consulting Agreement dated as of January 1, 1999 between Symposium
Corporation ("Symposium") and Executive Management Services ("EMS") was
terminated effective January 28, 2000, except for the covenants of EMS and
Xxxxxx Xxxxxxxx-Xxxxx ("RGP") in Sections 6 and 7 thereof, which shall continue
and be binding for the full terms thereof.
2. As consideration for any and all amounts which may be owing to EMS or to
RGP under the Consulting Agreement, Symposium will pay to EMS and RPG the sum of
$250,000, payable (i) $105,000 on the date hereof, (ii) $15,000 per month for 9
months, beginning on August 31, 2000 and continuing on the last day of each
month through April 30, 2001, and (iii) a final payment of $10,000 on May 31,
2001.
3. Symposium will pay RGP's past travel expenses itemized on Schedule I
attached.
4. The only Symposium stock options granted to EMS or RGP which have vested
are the options for 200,000 shares granted to EMS on December 3, 1998. All other
Symposium stock options previously granted to EMS or RGP have not vested and
have terminated.
5. Symposium will issue to Executive Management Services a warrant to
purchase 125,000 shares of Symposium common stock at a price of $2.50 per share.
6. RGP will cause UK Value ("UKV"), a U.K. company, to issue to Symposium a
warrant to purchase 125, 000 shares of UKV's, common stock at a price of L1 per
share.
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7. (a) In consideration of this agreement and for other good and valuable
consideration, Symposium for itself and its successors and assigns hereby
releases, remises and forever discharges EMS and RGP, their respective heirs,
executors, predecessors, successors and assigns, and each and every of EMS's
past, present and future parents, subsidiaries, affiliates and divisions, as
applicable, from any and all actions, causes of action, claims, demands, rights,
suits, accountings, debts, duties, dues, accounts, bonds, covenants, contracts,
agreements, duties and obligations of whatsoever kind or nature, whether at law
or equity, or otherwise known or unknown, by reason of any matter or thing
whatsoever which Symposium has or had against any of them except for (i) EMS's
and RGP's obligations under this agreement and (ii) EMS's and RGP's obligations
under Sections 6 and 7 of the Consulting Agreement.
(b) In consideration of this agreement, and for other good and
valuable consideration, EMS and RGP for themselves and their respective parents,
subsidiaries, affiliates and predecessors, and the heirs, executors,
representatives, successors and assigns of the foregoing, hereby release, remise
and forever discharge Symposium, its predecessors, successors (by merger or
otherwise) and assigns, and each and every of their respective past, present and
future parents, subsidiaries and affiliates, as applicable, in which any of them
has, had or may have any interest, and the present and future directors,
officers, employees, agents, professional advisers, servants and shareholders of
each and every one of them, as applicable, from any and all actions, causes of
action, claims, demands, rights, suits, accountings, debts, duties, dues,
accounts, bonds, covenants, contracts, agreements, duties and obligations of
whatsoever kind or nature, whether at law or equity, or otherwise known or
unknown by reason of any matter or thing whatsoever which any of them has or had
against any of them, except for obligations under this agreement.
8. (a) All notices, requests, demands and other communications given
pursuant to this agreement shall be given and effective as provided in the
Consulting Agreement.
(b) This agreement contains the sole and entire agreement and
understanding of the parties with respect to the entire subject matter of this
agreement, and any and all prior discussions, negotiations, commitments and
understandings, whether oral or otherwise, related to the subject matter of this
agreement are hereby merged herein. No representations, oral or otherwise,
express or implied, other than those contained in this agreement have been
relied upon by any party to this agreement. This agreement can only be amended
in writing signed by all of the parties.
(c) In the event that any provision or portion of this agreement shall
be determined to be invalid or unenforceable for any reason, in whole or in
part, the remaining provisions of this agreement shall be unaffected thereby and
shall remain in full force and effect to the fullest extent permitted by law.
(d) This agreement has been made and entered into in the State of New
York and shall be construed in accordance with the laws of the State of New
York, without regard to conflict of law principles. The state and federal courts
located in Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx shall have exclusive jurisdiction
over all disputes arising out of this agreement and the parties hereto consent
to such jurisdiction and venue.
(e) The various captions of this agreement are for reference only and
shall not be considered or referred to in resolving questions of interpretation
of this agreement.
(f) This agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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(g) If any action or proceeding is brought to enforce or interpret any
provision of this agreement, the prevailing party shall be entitled to recover
as an element of its costs, and not its damages, its reasonable attorneys' fees,
costs and expenses. The prevailing party is the party who is entitled to recover
its costs in the action or proceeding. A party not entitled to recover its costs
may not recover attorneys' fees. No sum for attorneys' fees shall be counted in
calculating the amount of a judgment for purposes of determining whether a party
is entitled to recover its costs or attorneys' fees.
(h) All capitalized terms used and not defined herein shall have the
meanings given them in the Consulting Agreement.
(i) No failure to exercise or delay in exercising any right, power or
remedy shall constitute a waiver thereof or of any other right, power or remedy;
any such waiver can only be made expressly and in writing.
Sincerely,
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
Chief Operating Officer
Accepted and Agreed:
Executive Management Services
By: /s/ Xxxxxx Xxxxxxxx-Xxxxx
-----------------------------------
Its: on behalf of Executive Management
Services
Witness:
/s/ Xxxxxx Xxxxxxxx-Xxxxx
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Xxxxxx Xxxxxxxx-Xxxxx
