Exhibit 10(8)
GUARANTEE AND CREDIT EXTENSION AGREEMENT
Agreement, dated as of March 31, 2003, (this "Amendment"), between Xxxxx X.
XxXxxxxxxxx ("PVD") and Dialog Group, Inc., a Delaware corporation (the
"Company")
WHEREAS, Xxxxx XxXxxxxxxxx has guaranteed the Company's Line of Credit from
Chase Bank in the principal amount of $115,000 since March 1, 2004; has
guaranteed Company's Line of Credit from Commodore Factors Corp. up to a maximum
of $150,000 since August 2004, and is about to guarantee a Letter of Credit
needed by the Company in the amount of $90,000; and
WHEREAS, Xxxxx XxXxxxxxxxx has allowed the Company to maintain credit card
balances his personal credit cards for which he is responsible in the maximum
amount of $90,000 on his American Express Platinum Card and $30,000 on his VISA
Card issued by Citibank, NA ; and
WHEREAS, unless Xxxxx XxXxxxxxxxx assumed these financial responsibilities on
behalf of the Company, the transactions could not have been consummated; and
WHEREAS, the Board of Directors has decided to compensate him for his extensions
of credit.
In consideration of Four Million, Seven Hundred Fifty Thousand shares of Company
common stock and of the premises and the mutual covenants hereinafter set forth,
the parties hereto hereby agree as follows:
1. PVD agrees to keep the guarantees and credit card availability
described above in force and available to the Company until February
28, 2006.
2. The Company shall issue 4,750,000 shares of its common stock to PVD
as compensation for the continued financial responsibilities
described in section 1.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
DIALOG GROUP, INC.
By: /s/ Xxxxxxx XxXxxxxxxxx, Xx.
-----------------------------
Xxxxxxx XxXxxxxxxxx, Xx.,
Executive Vice-President and COO
EMPLOYEE
By: /s/ Xxxxx X. XxXxxxxxxxx
--------------------------
Name: Xxxxx XxXxxxxxxxx
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