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Exhibit 10.12
CLARIFICATION TO AGREEMENT
THIS CLARIFICATION TO AGREEMENT (this "Clarification") is made
effective as of the 9th day of June, 1999 by and between AmeriVision
Communications, Inc., an Oklahoma corporation (the "Buyer"), and VisionQuest
Marketing Services, Inc., an Oklahoma corporation (the "Seller").
RECITALS
Seller and Buyer are parties to the January 1, 1999 Agreement (the
"Agreement") relating to, among other things, the purchase and sale of the
Tahlequah Center, as defined in the Agreement. Seller and Buyer wish to clarify
the intent of certain provisions of the Agreement as set forth herein.
Capitalized terms used herein but not defined shall have the meanings set forth
in the Agreement.
AGREEMENT
NOW, THEREFORE, taking the foregoing into account, and in consideration
of the mutual covenants and agreements set forth herein, the parties, intending
to be legally bound, hereby agree as follows:
1. Clarification to Section 1.9. Section 1.9 of the Agreement is hereby
deleted and replaced in its entirety with the following:
"1.9 Call Option. At any time during the period commencing on
the date eleven (11) months following the Closing Date and ending on
December 31, 1999 the Seller may by written notice to the Buyer
exercise an option (the "Call Option") to reacquire the Call Assets (as
defined below) in consideration of one dollar ($1.00). In connection
with any such exercise of the Call Option, at the closing (the "Call
Option Closing Date"): (a) Buyer shall transfer and sell to Seller
Buyer's interest, if any, in certain equipment separately described and
used at the Tahlequah Center (the "Call Assets"), (b) Buyer shall, at
its sole expense, ship the Call Assets to a location within the state
of Oklahoma selected by Seller, and (c) Buyer shall execute and deliver
a xxxx of sale and other documents of transfer with respect to the Call
Assets substantially in the form delivered by the Seller on the Closing
Date. Notwithstanding anything to the contrary in this Section 1.9, (x)
Buyer makes no representations or warranties as to its title, if any,
in and to the Call Assets, and (y), the Call Assets shall not include:
the four management and supervisor work stations and any software on
such workstations; telephones (including phones at workstations
purchased by
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Buyer); cabling, T1, voice and data lines; electrical wiring; facsimile
machines; copiers; furniture; lamps; general office supplies and
equipment; fixtures; lease or other contract rights; employees or
employment agreements (whether written or otherwise); and in any event
Seller shall not be required to assume any obligations by reacquiring
the Call Assets. The Call Option Closing Date shall unless otherwise
agreed by the parties be the date ten (10) days after delivery of the
notice of exercise of the Call Option."
2. Counterparts. This Clarification may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE TO CLARIFICATION
IN WITNESS WHEREOF, the parties have duly executed this Clarification
as of the date first written above.
BUYER: AMERIVISION COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President/CEO
Address:
0000 Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
SELLER: VISIONQUEST MARKETING SERVICES, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President/CEO
Address:
0000 Xxxxx Xxx Xxxxxx
Xxxxx 000
Xxxxxxxx Xxxx, XX 00000