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EXHIBIT 10.20.1
PAYMENT AGREEMENT
THIS AGREEMENT
("Agreement") is effective this 4th day of August, 2005, and
is made by and between Epixtar Corp.
("Epixtar") and Steve Rasmussen, David
Mullaney and Brad Yeater (collectively
referred to as the "former
shareholders").
WHEREAS, the former shareholders entered
into an Acquisition Agreement with
Epixtar dated November 29, 2004, for the
sale of all issued and outstanding
shares of the common stock of Epixtar
Marketing Corp. ("EMC"), then Innovative
Marketing Strategies, Inc. ("IMS") to
Epixtar;
WHEREAS, Epixtar tendered a payment to the
former shareholders on the closing
date of the acquisition and executed a
non-interest bearing Promissory Note (the
"Note"), dated January 7, 2005, for the
remaining balance due to the former
shareholders;
WHEREAS, Epixtar acquired IMS and
officially changed the name of its newly
acquired subsidiary to EMC;
WHEREAS, as of the effective date of this
Agreement, the outstanding balance due
on the Note is Four Million Five Hundred
Ninety-Three Thousand Eight Hundred
Twenty-Eight Dollars and Six Cents
($4,593,828.06) (the "outstanding balance");
WHEREAS, the parties have mutually agreed
to set forth new terms for the
outstanding balance and payment of that
balance pursuant to the Note.
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. The former shareholders have agreed to
reduce the current outstanding balance
by fifty percent (50%) to Two Million Two
Hundred Ninety-Six Thousand Nine
Hundred Fourteen Dollars and Three Cents
($2,296,914.03) (the "New Debt"), which
New Debt shall be repayable in full as set
forth below.
2. On or before August 5, 2005, Epixtar
shall pay to the former shareholders a
payment in the amount of One Hundred Twelve
Thousand Six Hundred Ninety-One
Dollars and Forty-One Cents
($112,691.41).
3. On or before August 12, 2005, Epixtar
shall pay to the former shareholders a
payment in the amount of One Hundred Twelve
Thousand Six Hundred Ninety-One
Dollars and Forty-One Cents
($112,691.41).
4. On or before September 5, 2005 and on
each successive week thereafter until
January 22, 2007, Epixtar shall pay to the
former shareholders installments in
the amount of Twenty-Eight Thousand One
Hundred Seventy-Two Dollars and
Eighty-Five Cents ($28,172.85) each
week.
5. On or before January 29, 2007, Epixtar
shall make one final payment in the
amount of the remaining balance of the New
Debt amounting to Fourteen Thousand
Ni
