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EXHIBIT 10.17
REIMBURSEMENT & ASSIGNMENT OF RECOVERY
REIMBURSEMENT AND ASSIGNMENT OF RECOVERY ("Assignment"), dated November
30, 1996, between TeleHub Communications Corp., an Illinois corporation
("TeleHub"), Hartford Holdings Ltd., a Cayman Islands corporation ("Hartford"),
and Dovedale Investments Ltd., a Cayman Islands corporation ("Dovedale").
WHEREAS, TeleHub had intended to enter into a business combination with
CAM-NET Communications Network, Inc., a Canadian Federal corporation
("CAM-NET"), under an Agreement dated as of August 31, 1996. CAM-NET required
interim financing until the proposed business combination would be
consummated. After being approached by TeleHub through Hartford, Dovedale
agreed to invest $3,000,000 in CAM-NET if Hartford, a significant TeleHub
shareholder, guaranteed Dovedale's financing to CAM-NET. TeleHub, in turn,
agreed to indemnify Hartford for any amounts paid to Dovedale pursuant to
Hartford's guarantee. Dovedale proceeded to invest $600,000 in CAM-NET as the
first stage of the proposed $3,000,000 investment. The proposed business
combination between TeleHub and CAM-NET was subsequently terminated, and
Dovedale has not recovered its $600,000 investment in CAM-NET. Dovedale now
seeks reimbursement from Hartford, which, in turn, seeks indemnification from
TeleHub.
NOW THEREFORE, in consideration of the mutual promises contained herein,
the receipt and sufficiency of which are hereby acknowledged, the parties agree:
1. HARTFORD REIMBURSEMENT OF DOVEDALE. Hartford will pay Dovedale $600,000
as reimbursement of Dovedale's unrecovered investment in CAM-NET.
2. TELEHUB PAYMENT TO HARTFORD. TeleHub agrees to issue a $600,000
promissory note to Hartford pursuant to its indemnification obligation.
3. DOVEDALE RELEASE. Dovedale hereby releases Hartford and TeleHub from any
further obligation on the guarantee.
4. DOVEDALE CLAIMS AGAINST CAM-NET. Dovedale will diligently prosecute its
claim against CAM-NET for recovery of its $600,000 investment in CAM-NET.
Dovedale must pay all costs, legal fees and other expenses incurred in
prosecuting these claims.
5. ASSIGNMENT OF RECOVERY. Dovedale hereby assigns to TeleHub the first
$600,000 that Dovedale recovers from CAM-NET. Such payment will be made within
10 business days after receipt from CAM-NET. Dovedale will not settle its
claims against CAM-NET for less than $600,000 without TeleHub's written
consent. If the recovery exceeds $600,000, Dovedale shall retain the remainder
after repaying TeleHub the first $600,000. If Dovedale recovers less than
$600,000, then TeleHub is entitled to all amounts received as well as a
certified copy of the judgement or settlement agreement.
6. GOVERNING LAW. This Assignment shall be governed by and construed and
enforced in accordance with the laws of the State of Illinois.
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7. ARBITRATION OF DISPUTES. All disputes concerning this Assignment will be
submitted to arbitration in Chicago, Illinois, in accordance with the Rules of
the American Arbitration Association. The Arbitrator's decisions must be
delivered in writing accompanied by written findings of fact and conclusions of
law. Any competent court may enter judgment upon the Arbitrator's awards. The
prevailing party, as part of its damages, shall be entitled to recover its
legal fees and expenses incurred in such action from the losing party.
8. ASSIGNMENT. TeleHub may assign its rights under Section 5 to any person
and all covenants and agreements thereunder shall inure to the benefit of such
assignee. Neither this Assignment nor any rights or duties hereunder may be
assigned or delegated by either Dovedale or Hartford.
9. AMENDMENTS. No provision of this Assignment shall be altered, amended,
revoked or waived, except by an instrument in writing, signed by TeleHub and
Hartford and Dovedale.
10. EXECUTION IN COUNTERPARTS. This Assignment may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11. ENTIRE AGREEMENT. This Assignment sets forth the entire agreement and
understanding of the parties and supersedes all prior understandings,
agreements or representations by or between the parties, whether written or
oral.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date and year set forth above.
TELEHUB: TELEHUB COMMUNICATIONS CORP.,
an Illinois corporation
By:
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Xxxxxx X. Xxxxxx, Chief Executive Officer
HARTFORD: HARTFORD HOLDINGS LTD.,
a Cayman Islands corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chairman
DOVEDALE: DOVEDALE INVESTMENTS LTD.,
a Cayman Islands corporation
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, Director
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ASSIGNMENT
TeleHub Network Services Corporation, an Illinois corporation formerly
known as TeleHub Communications Corp. ("TNS"), hereby assigns to TeleHub
Communications Corporation, a Nevada corporation ("TCC"), all of TNS's rights
under Section 5 of the Reimbursement and Assignment of Recovery between TNS,
Hartford Holdings Ltd. and Dovedale Investments Ltd., dated November 30, 1996.
TELEHUB: TELEHUB COMMUNICATIONS CORP.,
an Illinois corporation
February 20, 1997 By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Chief Executive Officer
