EXHIBIT 10.07
LETTER AGREEMENT, DATED AS OF APRIL 9, 1999, AMONG THE COMPANY,
L. XXXXX XXXXX AND QUALITY ASSOCIATES, INC.
L. XXXXX XXXXX
April 9, 1999
Computer Marketplace, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: The Board of Directors
Gentlemen:
I am writing to you to confirm our agreement with respect to the
cancellation of certain indebtedness of Computer Marketplace, Inc. to me and
Quality Associates, Inc., a company controlled by me.
It is my understanding that in exchange for the items listed below
(under A,B,C, and D), I will forgive the following obligations of the Company:
1. Waive all rights to accrued and unpaid compensation and all payments
(in cash , securities or otherwise) that may be due to me under that certain
Employment Agreement dated October 1992 and as amended in October 1996 between
me and the Company (collectively, the "Employment Agreement Obligations") which
amount is currently $314, 135; and
2. Waive all rights to accrued and unpaid rent and all payments (in
cash, securities or otherwise) that are or may become due to Quality Associates,
Inc. under that certain Commercial Lease dated December 1, 1997 between Quality
Associates and the Company (collectively, the "Lease Agreement Obligations")
which amount is currently $64,536; and
3. Except for the Company's obligations under this letter agreement,
waive all rights to receive any payments by the Company under rights I may
possess contractually or under federal, state, or local law ("Other
Obligations").
In exchange for my waiver of the Employment Agreement Obligations, the
Lease Obligations, and the Other Obligations, the Company agrees as follows:
A. That the following options (the "LWK Options") to purchase shares of
the Company's Common Stock have been validly issued, are in full force and
effect and the Company agrees upon valid exercise to issue the appropriate
number of shares:
(i) options to purchase 661,667 shares of the Company's common stock at
an exercise price of $.60 per share at any time prior to December 31, 2001; and
(ii) options to purchase 29,167 shares of the Company's common stock at
an exercise price of $.60 per share at any time prior to January 2, 2000.
(iii) options to purchase 100,000 shares of the Company's common stock
at an exercise price of $.60 per share at any time prior to December 31, 2002.
B. That the following options (the "Other Options") to purchase shares
of the Company's Common Stock have been validly issued, are in full force and
effect and the Company agrees upon valid exercise to issue the appropriate
number of shares:
NAME OF OPTIONHOLDER NUMBER OF OPTIONS EXERCISE PRICE($) EXP. DATE
-------------------- ----------------- ----------------- ---------
Xxxxxx Xxxxx 20,000 1.00 12/31/01
Xxxxx Xxxxx 7,500 1.00 12/31/01
Xxxxx Xxxxxxxxxxx 33,333 1.00 12/31/01
Xxxx Xxxxx 10,000 1.00 12/31/01
Xxx Xxxxxx 9,500 1.00 12/31/01
Xxxxx X'Xxxxx 53,000 1.00 12/31/01
Xxxxxxxxx Xxxx 10,000 1.00 12/31/01
Xxx Xxxxxx 30,000 1.00 12/31/01
Xxx Xxxxx 30,000 1.00 12/31/01
Berlack Israels 40,000 1.00 12/31/01
Xxxxxxxxx & Xxxxxxxxx 60,000 1.00 12/31/01
Xxxx Xxxxxx 35,000 1.00 12/31/01
Xxxxx Xxxxx 833 1.68 01/02/00
Xxx Xxxxxx 833 1.68 01/02/00
Xxxxx Xxxxxxxxxxx 8,333 1.68 01/02/00
Xxx Xxxxx 833 1.68 01/02/00
Berlack Israels 1,667 1.68 01/02/00
Xxx Xxxxxx 200,000 0.50 12/31/02
C. That the Company will honor the registration rights described in
Exhibit A attached hereto with respect to the shares issuable under the LWK
Options and the Other Options.
It is agreed and understood that the foregoing option holders may rely upon this
commitment to register such shares of common stock as if such individuals were a
party to this letter agreement.
D. That the Company will transfer ownership, title and possession to me
of the office equipment and furniture listed on Exhibit B.
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If you are in agreement with the foregoing, please indicate your
acceptance of the terms of this letter agreement by signing in the space
provided below:
Very truly yours,
/s/ L. XXXXX XXXXX
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L. Xxxxx Xxxxx
Agreed to and Accepted as of the date first written above:
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
abstaining
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Xxxxx Xxxxx
/s/ J.R. XXXXXX
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J.R. Xxxxxx
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