THE NEPTUNE GROUP, INC.
0000 XXXX XXXXXX
XXXXXXXX, XX 00000
(000) 000-0000 Fax: (000) 000-0000
July 10, 1997
Mr. Xxxxx Xxxxxxxx, Chairman
Intelligent Decision Systems, Inc.
00 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Dear Xxxxx:
Reference is made to the Agreement of Sale dated June 27, 1996 (the
"Sale Agreement") between Intelligent Decision Systems, Inc. ("IDSI"), The
Neptune Group, Inc. ("Neptune"), Xxxxxxx X. Xxxxxxx and Xxxx Xxxxxx
(collectively the "Stockholders"). As a result of various discussions regarding
IDSI's failure to pay certain amounts due and owing pursuant to the Sale
Agreement and certain disputes which have arisen over certain other sums claimed
by Neptune to be due and owing, we have agreed, in settlement thereof, to the
following:
1. Discharge of Outstanding Obligations. For and in consideration of
the execution, delivery and performance by IDSI of this Agreement, Neptune and
the Stockholders hereby release and forever discharge IDSI from any obligation
or liability with respect to the outstanding amounts (approximately $140,000)
heretofore claimed by Neptune to be due and owing to Neptune under the Sale
Agreement. All other obligations, liabilities and representations set forth in
the Sale Agreement shall remain in full force and effect. In consideration of
the foregoing, IDSI hereby releases, forever discharges and agrees to hold
Neptune and its Stockholders harmless from any obligation or liability to make
any payments or assume any liability under or in connection with that certain
dispute involving DVI Financial Services, Inc. as lender and American Mobile
Imaging as lessee, including any obligations or liabilities to IDSI (including
with respect to the escrow of warrant shares) under that certain letter
agreement dated June 27, 1996 between IDSI and Neptune regarding said dispute.
2. Warrant Amendment. The Warrant to purchase 300,000 shares of Common
Stock of IDSI issued on or about December 27, 1995 by IDSI to Neptune's
wholly-owned subsidiary (then known as Neptune Technology Leasing Corp.) shall
be amended to reduce the exercise price thereunder from $2.50 to $1.00 per share
pursuant to an Amendment in the form of Exhibit A hereto which shall be issued
by IDSI simultaneously herewith. As so modified, said Warrant shall continue in
full force and effect.
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3. Continuance of Sale Agreement. Except as herein modified, the Sale
Agreement shall remain in full force and effect in accordance with its terms.
4. Miscellaneous.
(a) Any notice, request, instruction or other document to be given
hereunder shall be in writing, and except as otherwise provided for herein,
shall be delivered personally, or sent by registered or certified mail to the
parties at their respective addresses set forth on the first page hereof or to
such other address as either of the parties hereto may hereinafter designate in
writing to the other party hereto.
: (b) After the date hereof, each of the parties hereto, at the reasonable
request of the other, will take such action and execute and deliver such further
documents and instruments as may be necessary to assure complete and full and
effective consummation of the transactions contemplated hereunder.
(c) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns. Except as set
forth above, nothing in this Agreement expressed or implied is intended to
confer upon any persons, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason thereof.
(d) This Agreement cannot be modified, changed, discharged or
terminated except by an instrument in writing, signed by the party against whom
the enforcement of any waiver, change, discharge or termination is sought. This
Agreement contains the entire understanding between the parties with respect to
the transactions covered hereby.
(e) In the event that any one or more provisions of this Agreement
shall be deemed to be illegal or unenforceable, such illegality or
unenforceability shall not affect the validity and enforceability of the
remaining legal and enforceable provisions hereof, which shall be construed as
if such illegal or unenforceable provision or provisions had not been inserted.
(f) This Agreement will be construed and governed in accordance with
the laws of the State of Connecticut, without giving effect to the conflict of
laws provisions thereof.
(g) 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.
(h) Each of the parties hereto represents and warrants that this
Agreement has been duly authorized by all requisite corporate and other action
including, in the case of IDSI, approval of the Board of Directors of IDSI with
authorization for Xxxxx Xxxxxxxx to execute this Agreement on its behalf.
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Please acknowledge and confirm your agreement with, and acceptance of,
this Agreement by executing same below whereupon it shall become the binding
agreement of the parties hereto.
Very truly yours,
THE NEPTUNE GROUP, INC.
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Title President
------------------------
THE STOCKHOLDERS:
/s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxx Xxxxxx
--------------------------
Xxxx Xxxxxx
ACCEPTED AND AGREED TO:
INTELLIGENT DECISION SYSTEMS, INC.
By /s/ Xxxxx Xxxxxxxx
------------------------------------
Title Chairman
--------------------------------
Date 7/11/97
---------------------------------
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Exhibit A
AMENDMENT TO WARRANT NO. 3
Reference is made to that certain Warrant No. 003 to purchase 300,000 shares of
common stock of Intelligent Decision Systems, Inc. (formerly Digital Sciences,
Inc.) issued to NTLC Asset Corp. (formerly Neptune Technology Leasing Corp.) on
December 27, 1995.
Intelligent Decision Systems, Inc., hereby amends the foregoing Warrant as
follows: The purchase price in said Warrant is hereby changed from "$2.50 per
share" to "$1.00 per share". All other terms and conditions remain in full force
and effect.
The undersigned represents and warrants that this Warrant Amendment has been
duly authorized by all requisite corporate and other action including approval
of the Board of Directors of Intelligent Decision Systems, Inc. for Xxxxx
Xxxxxxxx to execute this revision on its behalf.
Intelligent Decision Systems, Inc.
Attest:
By_____________________________
_________________________ Xxxxx Xxxxxxxx, Chairman
Date___________________________
