Exhibit 10.17
Xxxxx 00, 0000
Xxxxx Xxxxxxx
President
US WATS, Inc.
0000 Xxxxxx Xx., Xxx. 000
0 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xxxxx:
This letter agreement ("Agreement") made on this 17th day of March, 2000 by and
between US WATS Inc. ("USWI") and Cam-Comm, Inc. ("Cam-Comm"), sets forth the
terms and conditions under which USWI will acquire certain of the assets of the
business of Cam-Comm, specifically the private line business of Cam-Comm.
In consideration of the mutual covenants and undertakings contained herein, and
intending to be legally bound hereby, the parties agree as follows:
1. USWI will purchase and acquire the private line business assets of
Cam-Comm, including the customer base and accounts receivables of
Cam-Comm for April 2000 and going forward (collectively, the
"business") solely in exchange for USWI assuming Cam-Comm's
responsibility for payment of Cam-Comm.'s outstanding invoices (the
"Assumed WorldCom Invoices") with MCI WorldCom ("WorldCom") in the
total maximum amount of $309,547.25 ("Maximum Purchase Price"). The
business includes a customer base of 70 accounts and 110 circuits.
Attached hereto as Exhibit A is a "Circuit ID Report" which lists
all customers of Cam-Comm and the associated IXC circuit numbers.
Cam-Comm agrees to use commercially reasonable efforts to cause all
such customers to remain with USWI.
2. A partial payment on the Maximum Purchase Price in the amount of
$150,000.00 shall be made by USWI to WorldCom by wire transfer by
the close of business on March 20, 2000. Cam-Comm shall convey,
transfer, assign and sell all of its right, title and interest in
the business to USWI on March 17, 2000. Cam-Comm hereby agrees that
it shall retain and remain responsible for payment and performance
of all obligations and responsibilities for any claims, debts or
liabilities of Cam-Comm other than the Assumed WorldCom Invoices.
Cam-Comm acknowledges that the above-referenced $309,547.25 includes
disputed amounts, and any reductions to such amounts shall inure
solely to USWI's benefit.
3. Cam-Comm will immediately send out March 2000 (for April traffic)
invoices with instructions to customers to remit payment to USWI and
the receivables for these invoices are and shall be the sole
property of USWI. Any payments on these invoices that are sent to
Cam-Comm offices or other offices of Xxxxx Xxxxx will be immediately
transferred to USWI.
4. This Agreement is further conditioned upon the following:
a. USWI will assume a $30,000.00 private line commitment for
service from WorldCom;
b. WorldCom will honor those contractual prices presently in
effect for Cam-Comm;
c. WorldCom will reconcile or "true up" its billing on the Cam-
Comm invoices ("reconciliation") on or before April 14,
2000.
d. To the extent that the total dollar amount of the Assumed
WorldCom Invoices exceeds $200,000 then Cam-Comm and Xxxxx
Xxxxx shall jointly and severally be required to pay 50% of
such excess to USWI.
e. Any credits due customers of Cam-Comm for service outages on
or prior to 03/20/00 are the sole obligation and
responsibility of Cam-Comm.
5. The execution and performance of this Agreement by Cam-Comm will not
contravene or violate (i) any existing law, rule or regulation to
which it is subject or (ii) any judgment, order, writ, injunction,
decree or award of any court, arbitrator or governmental or
regulatory official, body or authority which is applicable to Cam-
Comm. No authorization, approval or consent, and no registration or
filing with, any governmental or regulatory official, body or
authority or any other person or entity is required in connection
with the execution, delivery and performance of this Agreement by
Cam-Comm.
6. With respect to the Business, Cam-Comm represents and warrants too
USWI that Cam-Comm has complied with, and is not in violation of any
law, rule, order, ordinance or regulation to which it or the
Business, are subject and has not failed to obtain or to adhere to
the requirements of any license, permit or authorization necessary
to the ownership of its assets and properties or the conduct of the
Business.
7. Nothing contained herein shall be deemed to constitute USWI's
acquisition of the capital stock of Cam-Comm or to reflect USWI's
assumption of any liabilities other than an assumption of the
Assumed WorldCom Invoices as and to the extent, and on the
conditions, contained herein.
8. This Agreement will be binding upon and inure to the benefit of the
representatives, heirs, successors and assigns of the parties.
Agreed to and accepted:
USWI Cam-Comm, Inc.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx Xxxxx
_____________________ __________________
Xxxxx Xxxxxxx Xxxxx Xxxxx
President CEO
The undersigned, in his individual capacity, hereby guaranties immediate
payment and performance of all of the obligations and responsibilities of
Cam-Comm, Inc. set forth above, whether or not such obligations and
responsibilities are designated as joint and several obligations of Cam-
Comm, Inc. and Rossi, and also agrees to cause Cam-Comm, Inc. to perform
its obligations under the letter dated March 17, 2000 signed by USWI and
WorldCom.
/s/ Xxxxx Xxxxx
_____________________________
Xxxxx Xxxxx
