Exhibit 10(j)
TERMINATION AGREEMENT
TERMINATION AGREEMENT (the "Agreement"), dated as of January 15, 1999,
by and between Sytron, Inc. (the "Company") and Crescent International Limited
(the "Investor").
WHEREAS, the Company and the Investor entered into a Private Equity
Line Agreement, dated as of May 14, 1998, (the "Equity Line Agreement");
WHEREAS, the parties hereto desire to terminate the Equity Line
Agreement;
NOW, THEREFORE, in consideration of the agreements set forth below,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
Definitions. Unless otherwise indicated, capitalized terms used herein and
not defined herein shall have the respective meanings given to them in the
Equity Line Agreement.
Termination of the Equity Line Agreement. Each of the parties hereto agrees
that (i) except as otherwise may be expressly provided under the provisions of
the Equity Line Agreement, the Equity Line Agreement is hereby terminated, such
termination to be effective as of the date hereof, except with respect to those
provisions which expressly survive the termination of the Equity Line Agreement,
(ii) any requirement for notice (whether written or oral) with respect to the
termination of the Equity Line Agreement is hereby waived, and (iii) any other
requirement or condition precedent to the termination of the Equity Line
Agreement is hereby waived or shall be deemed to have been satisfied, as the
case may be.
Counterparts. This Agreement may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which
counterparts, when executed and delivered, shall be deemed an original and all
of which counterparts, taken together, shall constitute one and the same
Agreement.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
CRESCENT INTERNATIONAL LIMITED
By:
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▇▇▇▇▇▇ ▇▇▇▇
Title:
SYTRON, INC.
By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
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