EXHIBIT 10.78
ACKNOWLEDGMENT OF OBLIGATION AND WAIVER AGREEMENT
This Acknowledgment of Obligation and Waiver Agreement (the
"Agreement") is entered into as of February 24, 1999 by and between Intellisys
Group, Inc., a Delaware Corporation (the "Company") and Xxxxxx X. Xxxxxx
("Esters").
RECITALS
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A. Pursuant to the terms of the Asset Purchase Agreement between
EISI, Inc. (the Company's predecessor) and Digital Networks Corporation
("Digital") dated as of June 12, 1999 and three certain Subordinated Promissory
Notes dated as of August 24, 1998 (the "Digital Notes"), the Company was
obligated to pay Digital the total principal amount of $400,000.00 plus accrued
but unpaid interest no later than February 24, 1999.
B. Because of the Company's operating needs, Esters agreed to pay
Digital the principal amounts due plus all accrued interest under the Digital
Notes in the total amount of $415,500.00 and Digital agreed to assign to Esters
all of its right title and interest in and to the Digital Notes.
C. The Company and Esters have agreed to reduce their agreement with
respect to the Company's and Esters rights and obligations under the Digital
Notes to writing.
AGREEMENT
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Now, therefore, in consideration of the recitals set forth above and
the mutual promises set forth below, the parties agree as follows:
1. Consent to Assignment.
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The Company hereby consents to Digital's assignment of the Digital
Notes to Esters.
2. Acknowledgment of Obligation.
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a. The Company hereby acknowledges its continuing obligations under
the Digital Notes and its obligation to pay the principal amount plus all
accrued and unpaid interest on the Digital Notes on demand to Esters at 000
Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000.
b. The Company further acknowledges that the total unpaid principal
amount plus accrued and unpaid interest as of February 24, 1999 was $415,500.00
and that interest continues to accrue on the total principal amount at the
Applicable Rate as defined in the Digital Notes.
3. Waiver of Default.
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a. Esters hereby agrees to waive any default of the Company under
each of the Digital Notes as of February 24, 1999 and further agrees that the
Digital Notes shall not be deemed to be in default unless and until Esters
demands that the Company pay the Digital Notes in full and such payment is not
made with five (5) business days of Esters' demand.
b. The Company agrees that Esters waiver of default shall not be
deemed to apply to any subsequent default.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
INTELLISYS GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
President
XXXXXX X. XXXXXX
By: /s/ Xxxxxx X. Xxxxxx
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