Exhibit 10.(51)
TERMINATION AGREEMENT AND MUTUAL RELEASE
----------------------------------------
THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (the "Agreement") dated as
of July 28, 2000 is between Virtual Communities, Inc., a Delaware corporation
(the "Company"), and Intercoastal Financial Services Corp. ("Intercoastal").
RECITALS:
--------
WHEREAS, the Company and Intercoastal have previously entered into an
agreement providing for the issuance of warrants (the "Warrants") to purchase up
to 2,000,000 shares of the common stock, par value $.01 per share (the "Common
Stock"), of the Company as payment of fees to Intercoastal in connection with
the issuance and sale in April 2000 (the "April Financing") of 517,800 shares of
Common Stock and warrants to purchase up to in the aggregate 629,450 shares of
Common Stock (the "Placement Agreement").
WHEREAS, the Warrants were issued to Intercoastal on March 31, 2000.
WHEREAS, the Company and Intercoastal have previously executed a
registration rights agreement dated as of March 31, 2000 providing for, among
other things, the registration of the 2,000,000 shares of Common Stock
underlying the Warrants (the "Registration Rights Agreement").
WHEREAS the Company and Intercoastal believe that it is in their respective
mutual best interests to terminate the Placement Agreement and the Registration
Agreement in connection with the April Financing and cancel the Warrants.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereby
agree as follows (the "Release"):
1. Termination of Agreements. The Company and Intercoastal hereby agree
-------------------------
that the Warrants, the Placement Agreement and the Registration Rights Agreement
are hereby terminated, canceled and declared null and void, and that all of the
obligations of the parties thereunder shall cease effective immediately,
including any obligations which may have arisen prior to the date hereof.
2. Release.
-------
(a) Intercoastal hereby, absolutely and unconditionally, releases and
discharges the Company, and each officer, director, agent or affiliate of the
Company from any and all claims, demands, obligations, damages, actions, causes
of action, debts, liabilities and controversies, which may arise out of or
relate to the Warrants, the Placement Agreement and the Registration Rights
Agreement, whether at law or in equity, which Intercoastal has or may have
against the Company or any officer, director, agent or affiliate of the Company.
(b) In consideration of the release contained herein, the Company
hereby, absolutely and unconditionally, releases and discharges Intercoastal,
and each officer, director,
agent or affiliate of Intercoastal from and against any and all claims, demands,
obligations, damages, actions, causes of action, debts, liabilities and
controversies, which may arise out of or relate to the Warrants, the Placement
Agreement and the Registration Rights Agreement, or the transactions
contemplated thereby, whether at law or in equity, which the Company has or may
have against Intercoastal or any officer, director, agent or affiliate of
Intercoastal.
3. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall constitute an original but all of which, when
taken together, shall constitute but one and the same instrument.
[end of page]
IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement and Mutual Release as of the __th day of July, 2000.
VIRTUAL COMMUNITIES, INC.
By: /s/ Avi Xxxxxxxxx
------------------
Name: Avi Xxxxxxxxx
Title: CEO
INTERCOASTAL FINANCIAL SERVICES CORP.
By: /s/ Xxx X. Xxxxx
----------------
Name: Xxx X. Xxxxx
Title: President
