EXHIBIT 10.7
AGREEMENT
THIS AGREEMENT is made the 31st day of December, 1998 between Xyvision
Enterprise Solutions, Inc., a Delaware corporation ("XES") and Xxxxxxx X.
Xxxxxx, as Trustee of The Tudor Trust u/d/t December 12, 1997 ("Tudor Trust").
1. Recitals. XES entered into Contribution and Assumption Agreement dated
December 31, 1998 with Xyvision, Inc. pursuant to which XES assumed an
indebtedness of Xyvision, Inc. to Tudor Trust in the principal amount of
$600,000. XES entered into a Secured Advance Facility Loan Agreement with Tudor
Trust dated December 31, 1998 (the "Loan Agreement") pursuant to which Tudor
Trust agreed to loan XES up to $1,000,000. Pursuant to section 1.4 of the Loan
Agreement, the $600,000 principal indebtedness of Xyvision, Inc. to Tudor Trust
assumed by XES is treated as the first loan advance by Tudor Trust to XES. Xes
and Tudor Trust entered into a Series A Convertible Preferred Stock Purchase
Agreement dated December 31, 1998 (the "Preferred Stock Purchase Agreement")
pursuant to which Tudor Trust agreed to pay XES $1,000,000 for the purchase of
400,000 shares of the Series A Convertible Preferred Stock of XES.
2. Amendment. XES and Tudor Trust hereby agree that the $600,000
indebtedness of Xyvision, Inc. to Tudor Trust assumed by XES shall not
constitute the first loan advance under the Loan Agreement but shall constitute
a partial payment of $600,000 for the purchase by Tudor Trust of 400,000 shares
of the Series A. Convertible Preferred Stock of XES. The Loan Agreement and the
Preferred Stock Purchase Agreement are hereby amended as set forth in this
paragraph 2.
3. Miscellaneous.
(a) Except as amended by this Agreement, the Loan Agreement and the
Preferred Stock Purchase Agreement shall remain in full force and effect.
(b) This Agreement may be executed in counterparts, each of which shall
be deemed to be an original and all of which shall constitute one and the same
document, and may be executed by facsimile signatures.
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IN WITNESS WHEREOF, this Agreement has been executed as of the year and
date set forth above.
XYVISION ENTERPRISE SOLUTIONS, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
TUDOR TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Trustee
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