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ADDENDUM TO AGREEMENT
THIS ADDENDUM TO AGREEMENT ("Addendum") is made as of February 20, 1998
between NEW MEDIA TELECOMMUNICATIONS, INC., a Delaware corporation ("NMTI"), and
LONG DISTANCE DIRECT, INC., a New York corporation ("LDDI"), who agree as
follows:
1. FACT RECITALS.
This Addendum is made with reference to the following facts:
a. Telecommunications Services Agreement.
Concurrently with execution of this Addendum, NMTI and LDDI
have entered into that certain written Telecommunications Services Agreement of
even date herewith, the provisions of which whether attached hereto or not are
nonetheless incorporated herein by this reference (the "Agreement").
b. Purpose of Addendum.
The purpose of this Addendum is to add to, expand upon and
modify certain provisions of the Agreement. Whenever and wherever possible, the
Agreement and this Addendum are to be read to compliment each other; provided,
however, to the extent of a direct conflict, the provisions of this Addendum
shall control. As used herein, the word "Agreement" shall include the Agreement
as modified by this Addendum except as the context otherwise requires. Words and
phrases as used in this Addendum shall have the same meaning as set forth in the
Agreement except as otherwise expressly defined herein.
2. TERMINATION.
Notwithstanding the provisions of Section 7.10 of the Agreement, in
the event that NMTI should terminate the Agreement due to LDDI's nonpayment in
accordance with Section 7.5 of the Agreement and subject to the [ILLEGIBLE]
provisions of Section 7.7 of this Agreement, NMTI shall be entitled to move the
End Users to an alternate provider of NMTI's choice with no further compensation
being due to LDDI, LDDI agrees to fully cooperate therewith, and the same shall
not affect other rights and remedies available to NMTI due to LDDI's failure to
make payment.
3. ENTIRE AGREEMENT.
This Addendum and the Agreement contain the entire understanding
between the parties and supersedes any prior or contemporaneous written or oral
agreements between the parties. There are no representations, warranties,
agreements, arrangements, or understandings, oral or written, between the
parties relating to the subject matter of this Addendum and Agreement.
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4. COUNTERPARTS.
This Addendum may be signed in one (1) or more counterparts, each of
which shall constitute an original but all of which together shall be one (1)
and the same document.
LDDI: NMTI:
LONG DISTANCE DIRECT, NEW MEDIA TELECOM-
INC., MUNICATIONS, INC.
a New York corporation a California corporation
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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Its Vice President Xxxxxxxx Xxxxx, President
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