TERMINATION AGREEMENT
This Termination Agreement is made as of December 12, 1997. The parties
refer to that certain Consulting Agreement dated as of October 1, 1993 by and
between Condor Ventures, Inc.("Condor") and a party defined as the "Company" and
variously designated as "Vermont Pure Holdings, Inc." in the recitals to said
Agreement, as "Vermont Pure Holdings, Ltd." in Section 14 thereof, and as
"Vermont Pure Springs, Inc." on the signature line thereof (said Consulting
Agreement, together with the letter from Xxxxxxx Xxxxxx to Condor dated June 22,
1995 (the "1995 Letter") and any and all other amendments thereto, being
hereinafter referred to as the "Consulting Agreement").
The parties to the Consulting Agreement desire to terminate the
Consulting Agreement and, accordingly, the parties are entering into this
Termination Agreement as of the date first above written. This Termination
Agreement may be executed and delivered by facsimile counterpart copies sent by
telecopier to each party.
1. Condor acknowledges and agrees that the proper designation of the
"Company" in the Consulting Agreement is and at all times has been Vermont Pure
Holdings, Ltd. ("Holdings"), and that there is no company affiliated with the
Vermont Pure entities known as "Vermont Pure Holdings, Inc." However, in order
to eliminate any uncertainty, Vermont Pure Springs, Inc. ("Springs"), the
wholly-owned subsidiary of Holdings, has also agreed to execute this Agreement.
2. Except as set forth in Section 4 of this Agreement, in consideration
of the payment to Condor on or before December 31, 1997 by either Holdings or
Springs of $41,905.00 (the "Final Payment"), Condor agrees that neither Holdings
nor Springs shall have any further obligations to Condor under the Consulting
Agreement, of any type or nature, and Holdings and Springs each agree that
Condor shall not have any further obligations to either of them under the
Consulting Agreement, of any type or nature.
3. The Final Payment consists of $41,667.00 as a termination
payment and $238.00 in billed but unpaid disbursements. The Final Payment shall
be remitted by wire transfer as follows:
For the account of: Condor Ventures, Inc.
Account Number: 93607-15158
Bank: Fleet Bank
00 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
ABA Number: 011900571
Attention of: Xxxxx Xxxxx
Telephone: 000-000-0000
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4. The parties agree that upon receipt of the Final Payment the
Consulting Agreement shall thereupon be terminated, except as follows:
(a) Section 3.B., including without limitation paragraphs (i)
through (vi) thereof, with respect to a stock option for the purchase
of 125,000 shares of the capital stock of Holdings at an exercise price
per share of $2.25 (the "Option") and with respect to certain related
matters, shall survive and remain in full force and effect;
(b) Section 3.D., with respect to the reimbursement of
out-of-pocket expenses incurred by Condor, shall survive, but only with
respect to reasonable and necessary out-of-pocket expenses properly
incurred by Condor through December 31, 1997 and actually billed to
Holdings by January 31, 1998;
(c) Sections 6 and 7, with respect to Condor's obligations to
maintain the confidentiality of certain information, to return certain
materials to Holdings, and not to assert certain rights, shall survive;
and
(d) Sections 8 through 15 shall survive in connection
with the Option, except that
(x) Section 14 is amended to provide that notices to
the Company shall be sent to Vermont Pure Holdings, Ltd., X.X.
Xxx X, Xxxxx 00, Xxxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
00000, attention: President; with a copy to Xxxx X. Xxxxxx,
Esq, Xxxxx, Xxxx & Xxxxx LLP, Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, and further amended to provide that
notices sent otherwise than by registered or certified mail,
return receipt requested, shall also be effective if actually
received; and
(y) Section 15 is amended to provide that the Option
shall be construed and enforced in accordance with the
internal laws of the State of Delaware, without giving effect
to conflicts of law.
5. Condor shall return to Holdings all of the materials it is
required to return to Holdings pursuant to Section 6.B. of the Consulting
Agreement on or before January 16, 1998.
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IN WITNESS WHEREOF, this Termination Agreement is executed as of the
date first above written.
CONDOR VENTURES, INC. VERMONT PURE HOLDINGS, LTD.
By_/S/Adnan Durrani_____________ By_/S/Xxxxxxx Fallon________________
Xxxxx X. Xxxxxxx, President Xxxxxxx X. Xxxxxx
VERMONT PURE SPRINGS, INC.
By_/S/Xxxxxxx Fallon_______________
Xxxxxxx X. Xxxxxx
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