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EXHIBIT 10.15
September 7, 2000
VIA HAND DELIVERY
Xxxxxx Xxxxx
Dear Xxxxxx:
This will confirm the terms of our recent agreement.
You have agreed to: (1) immediately return and transfer to United
States Telecommunications, Inc. (the "Company") all of the capital stock of the
Company owned or controlled by you or any other affiliate of yours, which shares
you presently believe total 100,000 (the "Stock"); (2) provide the Company and
its attorneys with all information within your knowledge relating to the
involvement of Xxxxxx Xxxxx and other individuals and entities in the planning
and execution of the sale of units in the Tel Com Plus Companies, including but
not limited to the involvement of Xxxxxx Xxxxx or others in the drafting,
creation or formation of any related legal documents; (3) provide the Company
and its attorneys all information within your knowledge relating to where the
proceeds of any such sales of units of the Tel Com Companies were transferred or
are presently located; (4) represent and warrant that you received no more funds
than you were contractually entitled pursuant to the above-described
transactions, and that your net worth is less than $1,000.00 and thus you do not
have the ability to return the funds you did receive, either voluntarily or
involuntarily; (5) to cooperate fully with the Company and take all steps and
execute all documents the Company deems reasonably necessary to effectuate the
transfer of the Stock; (6) immediately take all steps and execute all documents
necessary to allow the Company complete and full access to all records of and
documents relating to any bank accounts of Capital Funds Administration, Inc.,
Capital Funds Distributors, or any other entity controlled by you that was
involved in the distribution of monies related to the sale of units in the Tel
Com Companies or stock in the Company, including in any event all such bank
records relating to the time period from December, 1996 until December, 1998;
and (7) provide copies of all documents in your possession relating to the
issues described in sections (2), (3) and (6), above.
You also represent and warrant that you are the lawful owner of record
and beneficially of the Stock, free and clear of any and all encumbrances and
that you have full legal power and authorization required by law to transfer and
deliver the Stock in accordance with this Agreement. Moreover, you represent and
warrant that the execution, delivery and performance of this Agreement will not
conflict with, violate or result in a breach or default or the creation of any
encumbrance pursuant to any agreement, instrument, understanding, law, order,
judgment or decree to which you are a party or by which any of your assets are
bound. Should for any reason you not be able to immediately transfer the Stock
to the Company, you hereby agree that you will
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Xxxxxx Xxxxx
September 7, 2000
Page 2
not vote the Stock nor give any other third party the proxy right or power of
attorney to vote the Stock as long as the Release attached hereto is binding and
in effect.
In return, the Company agrees that it will release all claims it may
have against you subject to the terms of the attached Release. In addition, the
Company agrees that it will factually represent to the SEC and the Florida
Department of Banking and Finance Xxxxx' role as a transfer agent in connection
with the Tel Com Companies and the Company.
Finally, this will acknowledge that this Agreement will be signed by
myself, as President of the Company. I have spoken to a majority of the Board of
Directors of the Company confirming that this Agreement will be brought up for
ratification at the next scheduled board meeting and approved at that time.
If you are in agreement with the terms set forth above and of the
attached Release, please so indicate by counter-signing below.
Sincerely,
UNITED STATES
TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------
Xxxxxxx Xxxxxxx, President
RP/kd
Xxxxxx and accepted this
7th day of September 2000.
By: /s/ Xxxxxx Xxxxx
-----------------------
Xxxxxx Xxxxx
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MUTUAL GENERAL RELEASE
UNITED STATES TELECOMMUNICATIONS, INC., a Florida corporation (the
"Company"), and XXXXXX XXXXX ("Xxxxx"), an individual, by and in exchange for
valuable and adequate consideration receipt of which is hereby acknowledged,
hereby release and forever discharge each other of and from any and all actions,
causes of action, suits, debts, covenants, contracts, promises, obligations,
liabilities, damages, judgments, legal executions, claims or demands, in law or
at equity, which either party ever had, now has or hereafter may have against
the other party, arising out of or by reason of any matter, cause or event
occurring on or after January 1, 1996 and through the date hereof;
PROVIDED THAT, if any of the obligations undertaken or representations
made by either party hereto pursuant to the terms of that certain letter
agreement, dated September 7th, 2000, by and between Xxxxx and the Company, are
not fully and timely performed, then this Release and the parties' obligations
hereunder shall be deemed immediately void and of no further legal effect.
IN WITNESS WHEREOF, the parties have executed this Mutual General
Release on this 7th day of September 2000.
United States Telecommunications, Inc,
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxx
----------------------- -----------------------------------
Xxxxxx Xxxxx Xxxxxxx Xxxxxxx, President
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized to take acknowledgments, personally appeared XXXXXXX XXXXXXX, to me
known to be the individual described in and who executed the foregoing
instrument in his capacity as President of UNITED STATES TELECOMMUNICATIONS,
INC., a Florida corporation, who acknowledged, under oath, that he executed the
same freely and voluntarily, pursuant to authority duly vested in him, for the
uses and purposes therein expressed.
SWORN TO and subscribed to before me this 7th day of September 2000.
/s/ Xxxxx Xxxx Xxxxxx
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Notary Public
MY COMMISSION # CC718146 Xxxxx Xxxx Xxxxxx
EXPIRES: JUNE 20, 2002 ----------------------------------
BONDED XXXX XXXX XXXX INSURANCE, INC. Print Name
[SEAL]
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STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized to take acknowledgments, personally appeared XXXXXX XXXXX, to me
known to be the individual described in and who executed the foregoing
instrument, who acknowledged, under oath, that he executed the same freely and
voluntarily, pursuant to authority duly vested in him, for the uses and purposes
therein expressed.
SWORN TO and subscribed to before me this 7th day of September 2000.
/s/ Xxxxx Xxxx Xxxxxx
----------------------------------
Notary Public
MY COMMISSION # CC718146 EXPIRES: Xxxxx Xxxx Xxxxxx
XXXX 20, 2002 ----------------------------------
BONDED XXXX XXXX XXXX INSURANCE, INC. Print Name
[SEAL]
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September 7, 2000
I, XXXXXX XXXXX, hereby represent and warrant that I am not presently
represented by legal counsel in connection with any matter involving United
States Telecommunications, Inc. or any related persons or entities, including
but not limited to that certain letter agreement dated September 7, 2000 by and
between me and United States Telecommunications, Inc.
/s/ Xxxxxx Xxxxx
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XXXXXX XXXXX
