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NO. 98-08366-K
RICHARD DZANSKI, ) IN THE DISTRICT COURT
)
Plaintiff, )
)
VS. )
) DALLAS COUNTY, TEXAS
INTELECT COMMUNICATIONS, INC., )
INTELECT NETWORK TECHNOLOGIES )
COMPANY, INTELECT SYSTEMS CORP. )
)
Defendants. ) K-192ND JUDICIAL DISTRICT
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (hereinafter "Agreement")
is made and entered into between plaintiff, Richard Dzanski, his heirs,
successors and assigns (hereinafter "Dzanski") and defendants, Intelect
Communications, Inc. (the "Company"), Intelect Network Technologies Company
("INT"), Intelect Systems Corp. ("ISC")(the Company, INT, and ISC collectively
"Intelect") and their respective officers, directors, agents, representatives,
employees, and heirs, successors and assigns, as follows:
STATEMENT OF DISPUTE
On or about June 27, 1995, Dzanski and Intelect, Inc. entered into an
Irrevocable Option Agreement (the "Option Agreement"). Dzanski has alleged that
Intelect breached its obligations under the Option Agreement, including, but not
necessarily limited to, failing to pay Dzanski all of the royalty payments owed
to him under the Option Agreement. Dzanski filed suit in the K-192nd District
Court of Dallas County, Texas, Cause No. DV98-08366 to enforce his claim.
Intelect filed a general denial and also asserted various affirmative defenses
and claims against Dzanski. The matters relating to the claims and defenses in
this case and the transactions between these parties up to the date of this
Agreement shall be referred to as the "Dispute".
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Dzanski and Intelect now desire to resolve and compromise the claims
and issues presented in this litigation and all other issues and claims that
have or could have been asserted arising from the Dispute and hereby enter into
this Agreement.
In consideration for the releases, promises and representations set
forth herein, upon execution and delivery of this Agreement by the parties (the
"Closing"), the parties agree as follows:
1. The Company and INT shall deliver to Dzanski the aggregate sum of
$35,000 (cashier's check) (the "Cash Payment") and the Company will deliver to
its transfer agent irrevocable instructions to issue to Dzanski 350,000 shares
(the "Shares") of common stock, par value $0.01 per share of the Company.
2. Subject to the terms and provisions of this Section 2, Intelect
shall pay Dzanski a royalty of 2% based upon the Net Revenue arising from the
Technology which is recognized or required to be recognized in accordance with
GAAP by the Company on a consolidated basis (including INT whether or not a
consolidated subsidiary of the Company) during the period of time beginning on
January 1, 2000 and ending on March 31, 2001 (the "Royalty Term"). The Company
or INT shall pay the royalties owed to Dzanski under this section within forty
five (45) days of the end of each Quarterly Period after such Net Revenues are
collected, whether during the Royalty Term or thereafter, and will include with
such payment a statement reflecting the calculation of the royalties owed in a
letter from an officer or other authorized representative of Intelect. The
aggregate royalties payable to Dzanski under this Section 2 shall not exceed $1
million. The provisions of this Section 2 shall be binding on the Company's and
INT's respective transferees, successors and assigns.
For purposes of this Section the following defined terms shall have the
meanings assigned to them:
"GAAP" shall mean Generally Accepted Accounting Principles.
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"Net Revenue" shall mean gross revenues (including but not limited to
sales of products using the Technology by Intelect and their subsidiaries,
affiliates, successors, licensees and assignees, and license fees and
royalties), less discounts, returns and allowances.
"Quarterly Period" shall mean a fiscal quarter during the Company's
fiscal year.
"Technology" shall mean any and all products utilizing, directly or
indirectly, any SONET-based equipment, including but not limited to Synchronous
Digital Hierarchy (SDH) products, Sonet LYNX products, Omni LYNX products, Fibre
Trax products, and products using the OC-1 through OC-12 (and beyond) modules,
and related equipment such as Ethernet cards, paddleboards, video modules and
sub-modules, voice modules, chassis, ring generators, and internal power
supplies.
3. Intelect shall, upon reasonable written request of Dzanski, within
thrity (30) days after such request, provide Dzanski with documentation
reasonably requested related to the proper calculation of royalties pursuant to
Section 2 hereof. In the event that Dzanski exercises his right pursuant to the
immediately preceding sentence, any such information provided shall be
confidential by Dzanski and shall not be disclosed by Dzanski to any other
person (other than to his attorneys who shall keep such information
confidential) unless such disclosure is made pursuant to judicial process in a
court proceeding (after first giving Intelect the opportunity to seek a
protective order or otherwise limit the scope of information or limit the scope
of information sought to be disclosed), or such records, information or
documents which have already been publicly disclosed through no act or omission,
either directly or indirectly, of Dzanski or his agents or representatives.
OTHER TERMS AND CONDITIONS
4. (a) The Shares will be issued with a restrictive legend, which in
substance will prohibit the Shares from being transferred absent an effective
registration statement or a legal opinion to the effect
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that the Shares can be transferred pursuant to an exemption from registration. A
registration statement covering the resale of the Shares (the "Registration
Statement") will be filed by the Company with the SEC on or about February 1,
2000, and the Company will use its best efforts to have the Registration
Statement declared effective on or before 75 days after the filing (the
"Required Effective Date"), and, subject to Section 4(f) hereof, will use its
best efforts to keep the Registration Statement continuously effective until all
of the Shares have been sold by Dzanski or the Shares may be resold pursuant to
Rule 144. The Company agrees to supplement or amend the Registration Statement,
as required by the form utilized by the Company, and to furnish Dzanski copies
of any such supplement or amendment prior to its being used. In the event that
the SEC has not declared the Registration Statement effective by the Required
Effective Date, Dzanski will have the option, upon two (2) business days prior
written notice to the Company, to rescind the Agreement. As a condition to the
effectiveness of such rescission, Dzanski shall have returned the Cash Payment
and the Shares to the Company, together with appropriate instruments of
conveyance to effect transfer of title of such Shares to the Company, free and
clear of all liens, claims, and encumbrances. In the event that the Registration
Statement is declared effective before the effectiveness of such rescission, the
notice of rescission shall be void and of no effect. In the event the
Registration Statement is not effective on or before the Required Effective
Date, the Shares cannot be resold pursuant to Rule 144, and Dzanski does not
exercise his option to rescind this Agreement, the Company will include
Dzanski's Shares in any subsequent Registration Statement that is filed.
Provided however, if any Registration Statement is an Underwritten Public
Offering, the right of Dzanski to registration pursuant to this Section shall be
conditioned upon his participation in such reasonable underwriting arrangements
as the Company shall make regarding the offering, and the inclusion of Shares in
the underwriting shall be limited to the extent provided herein. Dzanski and all
other shareholders
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proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting by the
Company. Notwithstanding any other provision of this Section, if the managing
underwriter concludes in its reasonable judgment that the number of shares to be
registered for selling shareholders (including Dzanski) would materially
adversely effect such offering, the shares to be included in such Underwritten
Public Offering shall be made in accordance with the following priorities: (1)
first, the shares to be sold for the account of the Company, (2) second, the
number of Shares to be registered for Dzanski reduced on a pro rata basis based
on the number of Shares proposed to be sold by Dzanski as compared to the number
of shares proposed to be sold by all other selling stockholders (other than
selling stockholders which are directors, officers or employees of the Company).
"Underwritten Public Offering" shall mean a public offering in which
common stock of the Company is offered and sold on a firm commitment basis
through one or more underwriters, pursuant to (i) an effective registration
statement under the Securities Act and (ii) an underwriting agreement between
the Company and such underwriters.
(b) In connection with the registration of the resale of the Shares,
the Company shall use its reasonable best efforts to:
(i) After the Registration Statement has been declared
effective by the SEC, furnish to Dzanski such numbers of copies of a prospectus
in conformity with the requirements of the 1933 Act, and such other documents as
may be reasonably requested in order to facilitate the disposition of the
Shares;
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(ii) Use all reasonable efforts to register and qualify the
securities covered by such Registration Statement under other securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by Dzanski,
provided the Company shall not be required in connection therewith or as a
condition thereto to qualify as a broker-dealer in any states or jurisdictions
or to do business or to file a general consent to service of process in any such
states or jurisdictions;
(iii) Notify Dzanski at any time when a prospectus relating
thereto and covered by the Registration Statement is required to be delivered
under the 1933 Act, of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing.
(c) Except for Selling Expenses, all expenses incurred in connection
with the registration of the Shares, including without limitation all
registration, filing, and qualification fees, printer's expenses, and accounting
and legal fees and expenses of the Company shall be borne by the Company. All
Selling Expenses (as hereafter defined) shall be borne by Dzanski.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the Shares sold or
transferred by Dzanski and, except as set forth above, all fees and
disbursements of counsel for Dzanski.
(d) To the extent permitted by law, the Company will indemnify and hold
Dzanski harmless against any losses, claims, damages, liabilities (joint and
several) or any legal or other costs and expenses reasonably incurred by him in
connection with investigating or defending any such loss, claim, damage,
liability or action to which he may become subject under the 1933 Act, the 1934
Act or other federal or state law, insofar as such losses, claims, damages,
costs, expenses or liabilities (or
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actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (each a "Violation"):
(i) any untrue statement or alleged untrue statement of a
material fact with respect to the Company or its securities contained in the
Registration Statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements therein;
(ii) the omission or alleged omission to state therein a
material fact with respect to the Company or its securities required to be
stated therein or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by the Company of
the 1933 Act, the 1934 Act or any state securities law. Notwithstanding the
foregoing, the indemnity agreement contained herein shall not apply and the
Company shall not be liable (i) in any such case for any such loss, claim,
damage, costs, expenses, liability or action to the extent it arises out of or
is based upon a Violation which occurs in reliance upon or in conformity with
written information furnished by Dzanski expressly for use in connection with
the registration by Dzanski, or (ii) for amounts paid in settlement of any loss,
claim, damage, liability, or action if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably
withheld.
(e) So long as the Company has a class of securities registered
pursuant to Section 12 of the 1934 Act and so long as Dzanski owns the Shares
and such Shares are Restricted Securities (as defined in Rule 144), with a view
of making available to Dzanski the benefits of Rule 144 under the 1933 Act and
any other rule or regulation of the SEC that may at any time permit Dzanski to
sell the Shares to the public without registration, the Company agrees to use
its reasonable efforts to:
(i) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times;
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(ii) file with the SEC in a timely manner all reports and
other documents required of the Company under the 1933 and 1934 Acts; and
(iii) make available to Dzanski, so long as Dzanski owns any
Shares a copy of the most recent annual or quarterly report of the Company and
such other SEC reports and documents filed by the Company and such other
information (but not opinion of counsel) as may be reasonably requested by
Dzanski seeking to avail itself of any rule or regulation of the SEC with
permits the selling of any such securities without registration.
(f) The Company shall be entitled to require that Dzanski refrain from
effecting any public sales or distributions of the Shares pursuant to a
Registration Statement that has been declared effective by the SEC or otherwise,
if the Company reasonably determines that such public sales or distributions
would interfere in any material respect with any transaction involving the
Company that the board of directors reasonably determines to be material to the
Company (the "Grace Period"). The Company shall, as promptly as practicable,
give Dzanski written notice of any such Grace Period. In the event of a request
by the Company that Dzanski refrain from effecting any public sales or
distributions of the Shares, the Company shall be required to lift such
restrictions regarding effecting public sales or distributions of the Shares as
soon as reasonably practicable after the Company shall reasonably determine
public sales or distributions by the holders of the Shares shall not interfere
with such transaction, provided, that in no event shall any such Grace Period
extend for more than thirty (30) days and the Company shall not be entitled to
more than two Grace Period in any 365 day period.
5. Promptly following the Closing, the parties will file an Agreed
Order of Dismissal substantially in the form attached hereto as Exhibit A.
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6. The parties covenant and agree in the event that the Registration
Statement is not declared effective by the SEC by the Required Effective Date
and Dzanski rescinds this Agreement as set forth in Section 4 above, that the
parties may reinstate/re-file all of their respective claims, causes of action,
and demands in the lawsuit and will not be subject to any defense that they are
barred by the statute of limitations, estoppel, laches or any similar defense so
long as either party institutes action to prosecute such claims on or before
December 1, 2000.
TERMINATION OF CERTAIN RIGHTS
7. Subject to the rescission of this Agreement set forth in Section 4
and 6 hereof, Dzanski agrees that all rights he may have under the Option
Agreement are terminated, notwithstanding anything to the contrary in the Option
Agreement.
REPRESENTATIONS AND WARRANTIES
8. Dzanski represents and warrants to the Intelect as follows:
(a) Investment Intent. He is acquiring the Shares for his own
account for investment only and not with a view towards, or
for resale in connection with, the public sale or distribution
thereof, provided, however, that by making the representations
herein, Dzanski does not agree to hold any of the Shares for
any minimum or other specific term and reserves the right to
dispose of the Shares at any time in accordance with or
pursuant to a registration statement or an exemption under the
Securities Act of 1933, as amended (the "1933 Act").
(b) Accredited Investor Status. He is an "accredited investor"
as that term is defined in Rule 501(a) of Regulation D
promulgated under the 1933 Act.
(c) Reliance on Exemptions. He understands that the Shares are
being offered and issued to him in reliance on specific
exemptions from the registration requirements of United States
federal and state securities laws and that Intelect is relying
in part upon the truth and accuracy of, and Dzanski's
compliance with, the representations, warranties, agreements,
acknowledgments and understandings of Dzanski in order to
determine the availability of such exemptions and the
eligibility of Dzanski to acquire the Shares.
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(d) Information. Dzanski and his advisors, if any, have been
furnished with all materials relating to the business,
finances and operations of Intelect and materials relating to
the offer and issuance of the Shares, which have been
requested by Dzanski. Dzanski and his advisors, if any, have
been afforded the opportunity to ask questions of Intelect,
including its management. Dzanski understands that his
investment in the Shares involves a high degree of risk.
Dzanski has sought such accounting, legal and tax advice, as
he has considered necessary to make an informed investment
decision with respect to his acquisition of the Shares. In
addition to the foregoing Dzanski acknowledges that:
(i) he has access to copies of (and acknowledges that
Intelect has offered to provide, upon its request,
copies of) Intelect's filings with the Securities
Exchange Commission (collectively, the "Public
Documents");
(ii) he has not been furnished with any oral
representation or warranty in connection with the
offering of the Shares by Intelect or any officer,
employee, agent, affiliate or subsidiary, which is
not contained in or contemplated herein;
(iii) he understands that the purchase of the Shares
entails various risks including, but not limited to,
those outlined in the Public Documents, and has
determined that the Shares are a suitable investment
and that at this time he could bear a complete loss
of his investment; and
(iv) any information, which Dzanski has heretofore
represented or furnished to Intelect with respect to
his financial position, business experience, or
trading practices, is correct and complete as of the
date of this Agreement.
(e) No Governmental Review. Dzanski understands that no United
States federal or state agency or any other government or
governmental agency has passed on or made any recommendation
or endorsement of the Shares or the fairness or suitability of
the investment in the Shares nor have such authorities passed
upon or endorsed the merits of the offering of the Shares.
(f) Transfer or Resale. Dzanski understands that except as
provided herein: (i) the Shares have not been and are not
being registered under the 1933 Act or any state securities
laws, and may not be offered for sale, sold, assigned or
transferred unless (A) subsequently registered thereunder, (B)
Dzanski shall have delivered to Intelect an opinion of counsel
reasonably acceptable to Intelect to the effect that the
Shares to be sold, assigned or transferred may be sold,
assigned or transferred pursuant to an exemption from such
registration, or (C) Dzanski provides Intelect with an opinion
of counsel reasonably acceptable to Intelect that such Shares
can be sold, assigned or transferred pursuant to Rule 144
promulgated under the 1933 Act, as amended (or a successor
rule thereto) ("Rule 144"); and (ii) except as expressly
provided herein, neither Intelect nor any other person is
under
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any obligation to register such Securities under the 1933 Act
or any state securities laws or to comply with the terms and
conditions of any exemption thereunder.
9. Intelect represents and warrants to Dzanski that:
(a) Shares Fully Paid and Non-Assessable. When issued in
accordance with this Agreement, the Shares will be validly
issued, fully paid and non-assessable.
(b) Organization and Qualification. The Company is a
corporation duly organized and validly existing under the laws
of the State of Delaware.
(c) Authorization; Enforcement; Compliance with Other
Instruments. Intelect has the requisite corporate power and
authority to enter into and perform this Agreement, and to
issue the Shares in accordance with the terms and conditions
hereof. The execution and delivery of this Agreement by the
Company and the consummation by it of the transactions
contemplated hereby (including without limitation the issuance
of the Shares), have been duly authorized by the Company's
Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors or its
stockholders.
RELEASES AND OTHER CONSIDERATION
10. In consideration for this settlement, the consideration contained
in the "Terms and Conditions" and the additional consideration reflected in this
Agreement, the receipt and sufficiency of which are hereby acknowledged and
confessed, subject to the limited right of rescission in Sections 4 and 6 of
this Agreement, Dzanski does RELEASE, ACQUIT AND FOREVER DISCHARGE Intelect,
their officers, directors, agents, representatives, attorneys, employees, and
heirs, successors and assigns of and from any and all claims, demands and causes
of action of whatsoever nature whether known or unknown, direct or indirect,
personal or received by assignment, suspected or unsuspected, asserted or which
could have been asserted, under common law and/or statute, including, but not
limited to, any federal statutes, state statutes, any claim for breach of
contract or detrimental reliance, fraud, breach of fiduciary duty, conversion,
negligence, conspiracy, misrepresentation and including actual damages, punitive
or exemplary damages, treble damages, damages for any violation of statute,
regulation or law, or any other kind of expense, loss or damage
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of any kind or character, of whatever description, or any other cause of action
under any other legal theory, related to any event, conduct or activity which
occurred prior to the execution of this Agreement.
11. In consideration of the foregoing consideration, Intelect, subject
to the limited right of rescission in Sections 4 and 6 of this Agreement, does
RELEASE, ACQUIT AND FOREVER DISCHARGE Dzanski, his heirs, successors, agents,
representatives, attorneys, and assigns of and from any and all claims, demands
and causes of action of whatsoever nature whether known or unknown, direct or
indirect, personal or received by assignment, suspected or unsuspected, asserted
or which could have been asserted, under common law and/or statute, including,
but not limited to, any federal statute, state statute, any claim for breach of
contract or detrimental reliance, fraud, breach of fiduciary duty, conversion,
negligence, conspiracy, misrepresentation, and including actual damages,
punitive or exemplary damages, treble damages, damages for any violation of
statute, regulation or law, or any other kind of expense, loss or damage of any
kind or character, of whatever description, or any other cause of action under
any other legal theory, related to any event, conduct or activity which occurred
prior to the execution of this Agreement, subject to the terms, conditions and
provisions of this Agreement.
12. Without in any way limiting the foregoing provisions, this is a
full, complete, binding and final release of any and all claims, demands, liens,
actions, causes of action of whatever kind, which were asserted or which could
have been asserted, that (1) Dzanski has or may have against Intelect and (2)
Intelect have or may have against Dzanski, for events, conduct or activities
occurring prior to the date of this Agreement.
13. As further consideration, Dzanski and Intelect represent that each
thoroughly and completely understands that this is a complete and final
settlement and release of all matters relating
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to the Dispute they have against each other as provided herein; that they rely
solely and wholly upon their own judgment, belief and knowledge in making this
settlement; that in entering into this release and settlement agreement, they
are doing so freely and voluntarily and upon the advice of attorneys and experts
of their own selection.
14. As further consideration, Dzanski and Intelect each represent that
they have not relied on or otherwise been influenced in the making of this
Agreement by any representations, promises or statements made by any other party
to this Agreement or any agent, attorney, or other representative of a party to
this Agreement, that are not included among the express terms set forth in this
written Agreement, that they have read and fully understand this Agreement, they
understand that the terms of the settlement are contained only in this written
Agreement, and that there are no representations or agreements of any kind not
expressly set forth herein, including, but not limited to, the Dispute or any
defenses Intelect may or may not have had to the Dispute, and that they realize
this settlement is final and conclusive and it is their desire that it be final
and conclusive as provided herein.
15. As further consideration, Dzanski and Intelect do hereby expressly
warrant and represent to the other parties of this Agreement that each has not
assigned, pledged or otherwise in any manner whatsoever sold or transferred
either by instrument in writing, or otherwise, any right, title, interest or
claim which each has or may have by reasons of the Dispute. Dzanski shall
indemnify Intelect or any one or more of them from and against any demands,
claims or lawsuits filed by anyone claiming rights through or by Dzanski,
including any marital or community property rights claimed to be owed by any
former or current spouse of Dzanski. Dzanski shall not assign or transfer his
rights under this Agreement without the prior written consent of the Company,
which consent shall not be
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unreasonably withheld. Any such assignment or transfer without such consent
shall be void and of no effect.
16. Each party represents that (i) it has received all required
approvals for, and is authorized to engage in, the execution, delivery and
performance of this Agreement and (ii) this Agreement has been duly executed and
delivered by such party and constitutes the valid and binding obligation of such
party enforceable against such party in accordance with its terms, except as
such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of creditors' rights and
remedies.
17. None of the parties hereto shall be considered to be the drafter of
this Agreement or any provision hereof for the purpose of any statute, case law
or rule of interpretation or construction that might cause any provision to be
construed against the drafter hereof.
18. All costs, the party incurring same shall pay costs of court,
expenses of any kind and attorneys fees.
19. This Agreement constitutes the entire agreement between the parties
and any and all prior or contemporaneous agreements, understandings, promises,
representations, warranties, and covenants, whether written or oral, or whether
expressed, implied, or apparent, are hereby deemed merged into and made a part
of this Agreement.
20. This Agreement shall be governed and construed under Texas law.
21. This Agreement may be signed in multiple counterparts, each of
which shall constitute an original. Facsimile signatures of this Agreement may
be exchanged which shall have the same legal effect as executed originals,
provided that the parties shall exchange originally executed signatures of this
Agreement as soon thereafter as practicable.
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EXECUTED in multiple originals this ________ day of February, 2000.
---------------------------------------------
Richard Dzanski
INTELECT COMMUNICATIONS, INC.,
formerly known as Intelect Systems Corp.
By:
------------------------------------------
Name:
------------------------------
Title:
-----------------------------
INTELECT NETWORK TECHNOLOGIES
COMPANY
By:
------------------------------------------
Name:
------------------------------
Title:
-----------------------------
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THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned notary public in and for said County and
State, on this day personally appeared RICHARD DZANSKI, known to me as the
person whose name is subscribed to the foregoing instrument, and acknowledged to
me that he has executed the same for the purposes and consideration therein
expressed.
GIVEN under my hand and seal of office this _______ day of February,
2000.
---------------------------------------------
Notary Public in and for the
State of Texas
---------------------------------------------
Printed Name of Notary Public
My Commission Expires:
----------------------
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned notary public in and for said County and
State, on this day personally appeared _______________, ______________ of
Intelect Communications, Inc., known to me as the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he has
executed the same for the purposes and consideration therein expressed.
GIVEN under my hand and seal of office, this _______ day of February,
2000.
---------------------------------------------
Notary Public in and for the
State of Texas
---------------------------------------------
Printed Name of Notary Public
My Commission Expires:
----------------------
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THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned notary public in and for said County and
State, on this day personally appeared _______________, ______________ of
Intelect Network Technologies Company, known to me as the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he has
executed the same for the purposes and consideration therein expressed.
GIVEN under my hand and seal of office, this _______ day of February,
2000.
---------------------------------------------
Notary Public in and for the
State of Texas
---------------------------------------------
Printed Name of Notary Public
My Commission Expires:
----------------------