Exhibit 2.1
Xxxxxxx Xxxxxxx
CEO
Hi Tec Networks
0000 Xxx Xxxx Xxxx
Xxxxxxxx, XX 00000-0000
Via Facsimile: 252.426.7525
October 28, 2001
Xxxxxxx,
Per our discussions over the past several days, here are the terms of the
agreement we have reached with respect to NxGen Networks, Inc. ("NxGen"). This
document is a Letter of Agreement that sets forth the terms and conditions of
these transactions. Upon execution of this document, our legal resources will
develop more detailed transaction documentation as appropriate.
1. Hi Tec Networks or another designate shall purchase from Worldmodal Network
Services, Inc. all but 3 million shares of NxGen stock currently owned by
Worldmodal, or 23,397,737 million shares NxGen. The purchase price of this stock
shall be $30,000 with $15,000 to be paid via wire transfer on signing of this
document and $15,000 due in 90 days and secured by a promissory note with
personal guarantee. Said shares shall be delivered to you via overnight delivery
within 2 business days of receipt of the initial $15,000 payment.
2. Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx will execute resignation letters from the
NxGen Board, and I will appoint you and three other designates identified by
Xxxxxxx Xxxxxxx to the Board to replace them. Worldmodal or its successors shall
be entitled to one guaranteed Board seat for a period of 24 months. This shall
be a voting position. Board meetings must be called no less frequently than
quarterly by NxGen. You will serve as Board Chairman.
3. NxGen will sell all of the intellectual property and code relating to the
Company's VoIP technology to Worldmodal for $100,000 which shall be paid in
monthly installments of 1% of Worldmodal gross revenue generated from their use.
At the end of 12 months, any difference between $100,000 and the amounts paid
out per revenue sharing shall be forgiven. Additionally, ownership of
Xxxxxxxxxxxxxx.xxx Inc. (Delaware corporation) shall be transferred back to
Worldmodal as part of this transaction.
4. NxGen will sign personal indemnification agreements with myself and Messrs.
Xxxxxxxx and Xxxxxxxx. Worldmodal warrants that no other personal
indemnification agreements have been offered by NxGen to any past officers or
board members during the period of Worldmodal's management of NxGen.
5. NxGen and you individually agree to release myself, Xxxx Xxxxxxxx, Xxxxx
Xxxxxxxx, from any and all legal claims. This is a full and complete legal
release and is intended to serve as full wavier of all claims.
6. NxGen shall indemnify Worldmodal against any creditor actions or legal claims
relating to NxGen, including attorney's fees incurred in defending against same,
if necessary.
7. Worldmodal shall assume all liability relating to the current equipment lease
with Gibralt Capital Corporation and/or Xxxxxx Capital. Worldmodal shall
undertake best efforts to cause Gibralt/Xxxxxx to sign a release of claims
against NxGen, but in any case Worldmodal shall indemnify NxGen against any
claims brought against NxGen by Xxxxxxx/Xxxxxx.
8. Worldmodal will ship to your office our records relating to NxGen as well as
provide electronic or print copies of email correspondence relating to former
NxGen employees.
9. Additionally, Worldmodal shall undertake on best efforts basis to assist you
in any and all matters relating to NxGen and our pre-existing relationships with
NxGen creditors and investors.
10. Any public announcements regarding the transaction must be approved in
advance by Worldmodal and Xxxxxxx Xxxxxxx in writing prior to release with such
approval not to be unreasonably withheld.
11. Jurisdiction for any disputes arising from this agreement is set in
Portland, Oregon. Any disputes arising out of this agreement are to be presented
to binding, fast-track arbitration under the general guidelines of the AAA.
Attorney's fees shall be awarded to prevailing party in the event of litigation,
irrespective of the provision for binding arbitration.
12. You acknowledge that in acquiring your stake in NxGen and in selling the
VoIP technology of NxGen to Worldmodal , you are also releasing any and all
title and/or use rights to any telecommunications or computing hardware owned or
controlled by NxGen and that such equipment, if any, shall become the sole and
exclusive property of Worldmodal as an integral part of this agreement.
Worldmodal acknowledges that there may be third-party liens relating to some of
this equipment. Nonetheless, NxGen acknowledges that the equipment is the sole
and exclusive equipment of Worldmodal and that Worldmodal alone is entitled to
use the equipment, regardless of physical location.
13. You agree that Worldmodal is materially relying on your commitment to us
that you will not engage in directly competitive business activities in the
international VoIP markets, though you may undertake complimentary,
non-competitive projects that do not materially harm Worldmodal .
14. You explicitly acknowledge that you will undertake your best efforts to
assist Worldmodal in deploying the VoIP assets being purchased from NxGen.
15. You agree that you will make no attempt, nor cause others to make attempt,
to hire any of the former NxGen or ILDC employees working from the Atlanta
office. Worldmodal agrees that this non-solicitation agreement shall be reduced
to writing in an additional document, and that said document shall not prevent
you from paying members of the Atlanta team as consultants for small, part-time
efforts outside of Worldmodal. Said consultative services shall in no way
detract from these employees' ability to discharge their full-time duties with
Worldmodal, and shall in any case not include any consulting that competes with
their work at Worldmodal.
The undersigned agree to the terms and conditions as outlined above:
18 October, 2001
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chairman
Worldmodal Network Services, Inc.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
CEO
Hi Tec Networks
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chairman & CEO
International Long Distance Corporation
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Individually
