Exhibit 10.3
[Teltronics, Inc. letterhead]
November 13, 2001
Intelliworxx, Inc.
0000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Via facsimile: (000) 000-0000
Re: Teltronics v. Xxxxx Xxxxxx et al.
Gentlemen:
Teltronics, Inc. ("Teltronics"), Intelliworxx, Inc. ("Intelliworxx") and other
parties have entered into a Settlement Agreement and certain other documents
pertaining to a lawsuit filed in the United States District Court, Middle
District of Florida, Tampa Division, Case No. 98-CIV-1392-T-23B (the
"Settlement"). Pursuant to the Settlement, Intelliworxx delivered to Teltronics,
among other things, its promissory note dated August 1, 2001 in the principal
amount of $700,000 and a promissory note in the principal amount of $52,500 (the
"Notes"). Intelliworxx has not made the payments due under the Notes on
September 1, 2001 and October 1, 2001 (the Delinquent Payments") and has advised
Teltronics that it does not currently have sufficient available funds to make
the Delinquent Payments. Accordingly, Intelliworxx is currently in default under
the Notes. Teltronics has, by letter dated October 12, 2001, agreed to forbear
from certain rights under the Notes, and is willing to continue such forbearance
upon the terms set forth in this letter.
The purpose of this letter is to set forth the revised mutual understanding of
Teltronics and Intelliworxx as to payment by Intelliworxx of the Delinquent
Payments and the agreement of Teltronics to forebear from exercising certain
rights granted to it under the Notes.
Intelliworxx agrees that (i) beginning with the payment due on December 1, 2001
and for the remaining term of the Notes, it will make all payments according to
the terms set forth in the Notes; and (ii) no later than April 15, 2002, it will
make the entire Delinquent Payments to Teltronics.
Teltronics agrees that, until April 15, 2002, but only for so long as
Intelliworxx fulfills all its obligations as set forth in the preceding
paragraph, Teltronics will not exercise the rights granted to it upon an Event
of Default as defined in Section 6(a) of the Notes. Nothing contained in this
letter shall be interpreted to constitute a waiver by Teltronics of any rights
it may have upon an Event of Default as defined in Section 6(b) and Section 6(c)
of the Notes.
The forbearance granted by Teltronics in this letter shall expire on the earlier
of (i) April 15, 2002 or (ii) the date on which Intelliworxx has made the
Delinquent Payments.
If this letter accurately sets forth the understanding of Intelliworxx as to the
Delinquent Payments, please acknowledge such by signing in the space provided
below and returning the copy to me.
TELTRONICS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
Xxxxxx and accepted this 13th day of
November, 2001
INTELLIWORXX, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx, CFO
