EXHIBIT 10.20.3
PAYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is effective this 4th day of August, 2005, and
is made by and between Epixtar International Contact Center Group, Inc.
("Epixtar") and DDM Consulting, Inc. ("DDM").
WHEREAS, Epixtar and DDM entered into a Consultant Services Agreement dated
November 29, 2004, pursuant to which Epixtar is to pay DDM a commission on
certain clients introduced to Epixtar by DDM and accepted by Epixtar as its
client;
WHEREAS, as of the effective date of this Agreement, the outstanding balance of
commissions owed to DDM by Epixtar is Six Hundred Twenty-Nine Thousand One
Hundred Seventy Five Dollars ($629,175.00) (the "outstanding balance");
WHEREAS, the parties have mutually agreed to set forth new terms for the payment
of the outstanding balance.
NOW THEREFORE, in consideration of the premises, and for other good and valuable
consideration, their receipt and sufficiency being hereby acknowledged, the
parties hereto do mutually agree as follows:
1. DDM has agreed to reduce the current outstanding balance by fifty percent
(50%) to Three Hundred Fourteen Thousand Five Hundred Eighty-Seven Dollars and
Fifty Cents ($314,587.50) (the "New Debt"), which New Debt shall be repayable in
full as set forth below.
2. On or before August 5, 2005, and each week thereafter until the outstanding
balance is fully paid, Epixtar shall pay to DDM a payment in the amount of Fifty
Thousand Dollars ($50,000.00); provided, however, that the final payment shall
be in the amount of Fourteen Thousand Five Hundred Eighty-Seven Dollars and
Fifty Cents ($14,587.50).
3. In the event Voxx Corporation and its subsidiaries is cash flow positive,
exclusive of debt or equity financing, during any thirty (30) day period through
December 12, 2005 and for the month of December 2005, an additional lump sum in
the amount of Three Hundred Fourteen Thousand Five Hundred Eighty-Seven and
Fifty Cents ($314,587.50) shall be paid to DDM. Such payment will be made on or
before January 15, 2006.
4. DDM and Epixtar have mutually agreed to execute a Broker Agreement, effective
August 1, 2005 and incorporated by reference into this Agreement, which shall
supersede all prior understandings and agreements, whether written or oral,
between the parties hereto relating to the transactions provided for therein.
5. The Parties agree that this Agreement sets forth the entire understanding of
the parties hereto and supersedes all prior oral and written agreements between
the parties relative to the subject matter hereof and merges all prior and
contemporaneous discussions between them. Neither party shall be bound by any
condition, representation, warranty, covenant or provision other than as
expressly stated in or contemplated by this Agreement, unless hereafter set
forth in a written instrument executed by such party. This Agreement may only be
amended, modified or supplemented if done so in writing and signed by an
authorized representative of each party hereto.
6. Each of the following, if uncured within the applicable time period set forth
below, shall constitute an "Event of Default" under this Agreement:
(v) failure of the Epixtar to make any payment under this Agreement when due; or
(vi) any assignment for the benefit of Epixtar's creditors or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Epixtar,
any of which are not dismissed within sixty (60) days.
7. Epixtar shall have ten (10) business days after receipt of written notice
from DDM of an Event of Default in which to cure the stated Event of Default. If
Epixtar cures the stated Event of Default within the allotted ten (10) day cure
period, the cured Event of Default will be deemed to have not occurred. Interest
shall not be applicable in the event a late payment is made.
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8. Notwithstanding Section 5 of this Agreement, or anything else herein to the
contrary, upon the occurrence of an Event of Default by Epixtar hereunder that
remains uncured for any applicable cure period, this Agreement shall immediately
become null and void and the terms of the Note and all related documents shall
be reinstated in full force and effect without the need for any further action
by the parties.
9. This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida, without regard to its conflict of law principles. The
parties agree that any and all disputes arising out of or related to this
Agreement shall be litigated and heard exclusively in the United States District
Court for the Southern District of Florida located in Miami-Dade County,
Florida. The parties agree that all discovery in such litigation shall occur
only in Miami-Dade County, Florida. If a party institutes any action or
proceeding against the other party relating to the provisions of this Agreement
or any default hereunder, the unsuccessful party in such action or proceeding
will reimburse the successful party therein for the reasonable expenses of
attorneys' fees and disbursements incurred by the successful party.
10. This Agreement shall be binding on the parties hereto and their respective
successors and assigns.
11. The rule of construction that a written Agreement be construed against the
party preparing or drafting such Agreement shall specifically not be applicable
in the interpretation of this Agreement and any documents executed and delivered
pursuant to or in connection with this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
EPIXTAR INTERNATIONAL CONTACT DDM CONSULTING, INC.
CENTER GROUP, INC.
By _________________________ By ________________________
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