EXHIBIT 10.20
TERMINATION AGREEMENT
This Termination Agreement dated as of May 28, 1999 (this "Agreement")
by and among Spectrum Information Technologies, Inc. doing business as
Xxxx-Xxxxx.xxx, a Delaware corporation ("Siti"), Xxxxxxxxxxx.xxx, Inc., a
Delaware corporation ("MM"), and Xxxxxx Xxxxxxx and Xxxxxx Xxxxx (each an
"Individual" and collectively, the "Individuals").
Whereas, the Individuals, MM and Siti have determined it is in their
best interests to terminate the Investment and Business Development Agreement
dated March 19, 1999, among MM, the Individuals, and Siti;
Now, therefore, in consideration of the mutual covenants and agreements
set forth herein, the parties hereby agree as follows:
1. The Investment and Business Development Agreement of March 19, 1999,
and all related agreements and understandings among the parties
(collectively the "Prior Agreement") is hereby terminated in all
respects, except for the mutually beneficial covenants hereinafter
listed.
2. The Individuals shall deliver to Siti on June 1, 1999, a check payable
to Siti for $23,000 from the MM corporate account representing all
funds remaining from Siti's previous $105,000 payment for development
of the MM business. MM shall keep $82,000 of the initial $105,000
payment and the computer equipment supplied by Siti to MM's business,
without obligation.
3. Siti hereby surrenders and relinquishes its 20 MM shares of common
stock, and agrees that it has no further interest in the business of
MM, and the Escrow Agent is instructed to deliver the MM share
certificate hereby relinquished to MM on June 1, 1999 together with all
other agreements and documents in termination of the Prior Agreement's
escrow arrangements. All other obligations of Siti with respect to
stock issuances or any payments to the Individuals or MM, are hereby
terminated.
4. The confidentiality obligations set forth in paragraph 5(b) of the
Prior Agreement shall remain in effect to the extent that Siti shall
keep confidential and not use for its own account the trade secrets,
know-how and other proprietary information and materials of the
business of MM and the Individuals; and the Individuals and MM shall
similarly keep confidential and not use for their own account the trade
secrets, know-how and other proprietary information and materials of
the business of Siti which they have acquired in their consulting
activities with Siti.
5. There are no claims, obligations or liabilities of any kind among the
parties, other than as set forth herein and except for the payments,
deliveries and confidentiality covenants set forth above, Siti releases
the Individuals and MM, and the Individuals and MM release Siti from
any claims, liabilities or obligations, or causes of action, suits,
damages, expenses (including attorneys' fees) costs, interests fees,
debts, demands of any kind or character whether in law or in equity
from the beginning of time through the date of this
Agreement except that MM and the Individuals do not release Siti from
its obligation to make the initial payment of $105,000 to MM, which
amount MM and the Individuals agree was paid by Siti.
In Witness Whereof, the parties have executed this Agreement as of the
day and year first written above.
Spectrum Information Technologies, Inc. Xxxxxxxxxxx.xxx, Inc.
d/b/a Xxxx-Xxxxx.xxx
By:/s/ XXXXXXXX X. XXXXXX By:/s/ XXXXXX XXXXXXX
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Xxxxxxxx X. Xxxxxx, Chairman/CEO Xxxxxx Xxxxxxx, President
by Xxxxxxxxx Xxxxxxx, his
attorney-in-fact
/s/ XXXXXX XXXXXXX /s/ XXXXXX XXXXX
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Xxxxxx Xxxxxxx Xxxxxx Xxxxx
by Xxxxxxxxx Xxxxxxx, his attorney-in-fact by Xxxxxxxxx Xxxxxxx, his
attorney-in-fact
