PAYMENT AGREEMENT
This Agreement is made this 1st day of August, 1998, by and between Clariti
Telecommunications International, Ltd., a Delaware corporation ("Clariti") and
Xxxxxx X. Xxxxxx, an individual residing in the state of New Jersey ("Xxxxxx").
BACKGROUND
X. Xxxxxx and Clariti are parties to a separation agreement dated April 27,
1995 ("Separation Agreement").
B. Pursuant to the Separation Agreement, Xxxxxx is entitled to payments
outlined in paragraph 3 of the Separation Agreement.
C. Clariti has failed to pay and/or provide to Xxxxxx certain of the payments
that he is entitled to under the Separation Agreement, which the parties
estimate to be approximately forty three thousand dollars ($43,000.00)
("Separation Agreement Obligation").
X. Xxxxxx has received final payment of the Xxxxxx Obligation as that term is
defined in the Separation Agreement.
X. Xxxxxx has agreed to forbearance of any further collection activities
related to the Separation Agreement Obligation and to extend the term of
repayment of the Separation Agreement Obligation by one year.
F. The parties wish to take certain actions regarding the aforementioned
matters, including without limitation, the Separation Agreement, as provided
for under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants herein contained the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:
1. OBLIGATIONS DUE XXXXXX
1.1 Subject to Section 1.2, Xxxxxx, on behalf of himself, heirs and personal
representatives, does hereby remise, release and forever discharge Clariti,
its affiliates, directors, officers, employees, successors and assigns from
any and all obligations, liabilities, claims and debts, whether or not
asserted, with respect to or arising under the Separation Agreement
including, but not limited to, any and all unpaid obligations due Xxxxxx
under the Separation Agreement, which the parties estimate to be
approximately $43,000.
1.2 In consideration of Xxxxxx releasing Clariti from past due obligations
under the Separation Agreement, as provided for in Section 1.1 above,
Clariti shall make the following payments to Xxxxxx:
(a) issue 6,600 shares of Clariti common stock, which shall carry a
restrictive legend pursuant to Rule 144 of the Securities Act of 1933.
Xxxxxx hereby acknowledges that the securities carry risk and hereby
accepts all risk related thereto. Clariti makes no representations as
to the value of same.
(b) issue a promissory note in amount of $43,000 payable to Xxxxxx in the
form of and carrying such terms and conditions as EXHIBIT A attached
hereto.
2. Miscellaneous
2.1 Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the Commonwealth of
Pennsylvania.
2.2 No Assignment. This Agreement shall not be assignable by either party
without the prior written approval of the other party and shall be
binding upon and inured to the benefit of the parties hereto and their
respective heirs, executors, administrators and personal
representatives.
2.3 Counterparts. This Agreement may be executed in counterparts, each of
which will constitute an original and taken together shall constitute
one in the same instrument.
2.4 Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the parties with respect to the subject matter
herein and supersedes all prior, contemporaneous agreements,
understanding, representations and warranties, whether oral or written.
This Agreement may not be amended, modified or altered or any of its
provisions waived except for in writing and signed by all parties
hereto.
CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD.
By: s/Xxxxx X. Xxxxxxx
-----------------------
Xxxxx X. Xxxxxxx, CEO
s/Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
EXHIBIT A
Promissory Note
$ 43,000.00 Date: August 1, 1998
FOR VALUE RECEIVED and intending to be legally bound, Clariti
Telecommunications International, Ltd. ("Maker"), promises to pay to the order
of Xxxxxx X. Xxxxxx ("Payee"), at 000 Xxxx, Xxxxxxxxxxx, XX 00000, in lawful
money of the United States of America, the sum of Forty Three Thousand Dollars
($43,000.00), together with interest at the rate of eight percent (8%) per
annum payable weekly per attached Schedule A.
Any Amount Paid hereunder shall be applied against interest and principal
pursuant to Schedule A attached hereto.
Maker may prepay all or any portion of the unpaid principal balance of
this Note, without penalty or premium.
The term "Indebtedness" as used herein shall mean the indebtedness
evidenced by this note, including all reasonable costs and expenses incurred by
Payee (including reasonable attorney's fees) in the collection of all amounts
due from Maker to Payee under this note.
The Indebtedness shall immediately become due and payable without notice
or demand, upon: (1) Clariti's failure to make timely payments as put forth
in Schedule A (failure is defined as missing any three (3) payments); (2) the
voluntary appointment of receiver, custodian, or liquidator for MAKER or for
any MAKER'S property; (3) the filing by MAKER of any proceeding under any
state or federal insolvency, bankruptcy, or other law for the relief of
debtors; (4) the continuation for 60 days without dismissal of any
involuntary appointment of a receiver, custodian, or liquidator for MAKER or
any MAKER'S property or of an involuntary proceeding against MAKER under any
federal or state insolvency, bankruptcy, or other law for the relief of
debtors.
Should any default be made in the payment of any sum due hereunder on the
date on which it is due, the Payee may recover all costs of collection and
attempts to collect (whether or not suit is brought) and all costs of suit and
other expenses in connection therewith, together with interest on any judgement
obtained by Payee at the rate set forth above, including interest at such rate
from and after the date of any execution or judicial sale until actual payment
is made to Payee of the full amount due Payee.
None of the rights, remedies, privileges, or powers of PAYEE, or any other
holder hereof, under this Note are exclusive, but each of them shall be
cumulative with and in addition to every other right, remedy, privilege, and
power now or hereafter existing in favor of PAYEE or such holder, whether at
law, in equity, or by statute, or otherwise.
Any notice or writing required or permitted to be given hereunder shall be
sufficient if sent by certified mail, return receipt requested, to MAKER.
Pennsylvania law shall govern the validity, construction, interpretation,
and effect of this Note.
MAKER
Clariti Telecommunications International, Ltd
By: s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chairman & CEO
