EXHIBIT 10.7
ADDENDUM/AMENDMENT TO STOCK PURCHASE AGREEMENT
----------------------------------------------
This Addendum/ Amendment (the "Amendment") is made and entered into
this 7th day of May, 1997 by and between IntraTel Group, Ltd., formerly
known as Intelicom Corporation and successor-in-interest to IntraTel
Acquisition Company, Inc. ("IntraTel"), and Xxxxx Xxxxxxxxxx ("Xxxxxxxxxx")
and Xxxxx Xxxxxx ("Spezza").
WHEREAS, the parties entered into that certain Stock Purchase
Agreement dated March 12, 1997 (the "Agreement").
WHEREAS, the parties desire to amend the Agreement in the manner
provided for herein.
NOW THEREFORE, the parties do hereby enter into this Amendment and
herein agree as follows:
FIRST: Unless otherwise specifically set forth herein, all terms and
conditions of the Agreement shall remain unchanged and in full force and
effect.
SECOND: The Agreement is hereby amended to reflect that the term
"Contingent Consideration" as used therein shall be defined as follows:
"Contingent Consideration" shall mean the cash consideration to be
paid to Kanstoroom and Spezza in exchange for the sale of the stock
they are disposing of pursuant hereto which is contingent upon the
achievement of various of monthly retail customer xxxxxxxx on a
private-label resale basis levels (including all business added
subsequent to 11/1/96) utilizing Intelicom's existing marketing
structure. The Contingent Consideration will be based on the
following sliding scale: (i) if monthly retail xxxxxxxx equals between
$250,000.00 and $499,999.99 by the first anniversary of the closing of
the first secondary offering of IntraTel's common stock subsequent to
the execution hereof ("the Offering"), Kanstoroom
1
and Spezza will receive $750,000 in cash to be divided between them
equally; (ii) if monthly retail xxxxxxxx equals between $500,000.00
and $749,999.99 by the second anniversary of the closing of the
Offering, Kanstoroom and Spezza will receive $1,000,000 in cash to be
divided between them equally (less any Contingent Consideration they
may have received previously); and (iii) if monthly retail xxxxxxxx is
$750,000.00 or over by the second anniversary of the closing of the
Offering, Kanstoroom and Spezza will receive $1,250,000 in cash to be
divided between them equally (less any Contingent Consideration they
may have received previously).
2
WHEREFORE, the parties have executed this Amendment as of the date
first mentioned above.
IntraTel Group, Ltd.
By:/s/ XXXXXX X. XXX XX
--------------------------
Name: Xxxxxx X. Xxx XX
Title: Chairman and CEO
/s/ XXXXX XXXXXXXXXX
-----------------------------
Xxxxx Xxxxxxxxxx
/s/ XXXXX XXXXXX
-----------------------------
Xxxxx Xxxxxx
3
