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EXHIBIT 10.14
[ComStar Logo]
July 1, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
ComStar Communications, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Letter Agreement
Dear ▇▇▇▇ and Ed:
As we have discussed, banking officials at the First National Bank of
Commerce ("First National") have refused to grant a loan to ComStar
Communications, Inc. ("ComStar") which would permit it to purchase the assets of
Athens, Georgia ISP. It was explained to us that the bank does not provide loans
to "Start-up", that is, new businesses that are still losing money.
It was further suggested to us that First National would make a loan to
myself and ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. personally with the understanding that the
proceeds of the loan would be for the purpose of purchasing the assets of the
Athens, Georgia ISP. Since such a loan would still be linked to ComStar, ▇▇▇
▇▇▇▇▇ and I will still have to provide substantial collateral to guarantee the
loan.
You two have verbally approved such a plan, and the purpose of this
Letter Agreement is to provide a written record of the transaction. ▇▇▇ ▇▇▇▇▇
and I will borrow the sum of Three Hundred Eighty-three thousand nine hundred
ten dollars ($383,910.00) from First National and provide the necessary personal
guarantees of repayment as well as substantial collateral to secure the loan.
The money will be placed in ComStar's bank account for the purpose of issuing
appropriate checks to the owners of the Athens, Georgia ISP.
By this Letter Agreement, all stockholders of ComStar agree that the
amount of $383,910.00 will be placed on the books of account of ComStar as a
loan made to the corporation by ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and dB
Telecom Technologies, Inc. (the latter if suggested by the financial advisors
of ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and dB Telecom Technologies, Inc.).
By this Letter Agreement, all stockholders further ratify previous loans
made to ComStar by ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and dB Telecom
Technologies, Inc. and direct that the current amount of $383,910.00 be added to
the overall debts which are payable to ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and
dB Telecom Technologies, Inc. Debts owned by ComStar to ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇
▇., ▇▇▇▇▇, Jr. shall, in the aggregate be equal. All provisions of previous loan
agreements which have been agreed to by the stockholders are incorporated into
this Letter Agreement by reference and shall be construed as being integral to
its construction.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ * Suite 210 * ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ * Phone: ▇▇▇.▇▇▇.▇▇▇▇ * Fax: ▇▇▇.▇▇▇.▇▇▇▇
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Page 2. Letter Agreement dated July 1, 1998. ComStar/▇▇▇▇▇▇, ▇▇▇▇▇, dB Telecom
Technologies.
It is further agreed among the parties to this Letter Agreement that
debt service including principal, interest, fees and taxes on this loan shall be
paid promptly by ComStar to First National and that ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇., and dB Telecom Technologies, Inc. shall be indemnified and held
harmless, including the provision by ComStar of any legal expenses incurred by
▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and dB Telecom Technologies, Inc., as a
result of any adverse consequences should the loan not be serviced in a timely
manner. It is understood by all parties to this Letter Agreement that the
actions of ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and dB Telecom Technologies, Inc.
are gratuitous in nature, and are not required by any ComStar policy or Bylaw.
Sincerely,
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
For ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Same ▇. ▇▇▇▇▇▇, Ph.D.
President and Stockholder
ComStar Communications, Inc.
Agreed to and accepted this 1st day of July, 1998.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, CEO/Stockholder ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, VP and Secretary/Stockholder