February 3, 1999
Intermark Management Inc.
Intermark Building
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000.
Gentlemen:
Reference is made to the Cable System Installation Agreement dated as
of February ___, 1999 ("Keswick Agreement") between Internet Cable Corporation
("ICBL") and Intermark Associates V, LLC. ("Intermark V"). This letter shall
confirm our mutual agreement regarding the matters set forth below:
1. Share Issuance. In consideration for Intermark Management Corporation ("IMC")
consenting to its affiliate, Intermark V entering into the Keswick Agreement,
ICBL shall cause to be issued to IMC (or its assigns) 100,000 shares of its
Common Stock ("Shares"). IMC understands and agrees that the Shares have not and
will not be registered under the Securities Act of 1933, as amended, and
therefore, are "restricted securities". Intermark further understands that
Intermark may be required to hold the Shares indefinitely. The Shares shall bear
the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER
THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL
BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION
FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
ICC may place a stop order with its transfer agent for the shares to insure
compliance with rules and regulations of the Securities and Exchange Commission
("SEC").
IMC represents and warrants to ICBL that it is an "Accredited Investor"
as defined in Regulation D of the SEC.
2. First Offer Option. In consideration of the services provided hereunder by
ICBL to Intermark V IMC hereby grants to ICBL the right and option to provide
cable television systems at other facilities owned by IMC and its affiliates, as
well as related telecommunications services such as Internet access. At
facilities managed by IMC, it shall use its best efforts to assist ICBL in
providing services to such management facility, which efforts will include
recommending ICBL to the owner of such facilities. IMC hereby agrees that it
shall provide the rights and option to provide such services at other owned
facilities prior to engaging any other cable television provider.
Notwithstanding the foregoing, the parties agree that Intermark shall have the
right to retain a third party at other facilities in the event that IMC, in good
faith, determines that ICBL is unable to deliver such services competitively.
ACCEPTED AND AGREED:
February ___, 1999
INTERMARK MANAGEMENT, INC. INTERNET CABLE CORPORATION
By: _____________________________ By: ________________________________
Name: Xxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: President
