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EXHIBIT 10.20.2
PAYMENT AGREEMENT
THIS AGREEMENT
("Agreement") is effective this 4th day of August, 2005, and
is made by and between Epixtar Corp.
("Epixtar") and DDM Consulting, Inc.
("DDM").
WHEREAS, Epixtar and the former
shareholders of Epixtar Marketing Corp. ("EMC")
entered into an agreement for the purchase
and sale (the "Acquisition
Agreement") of EMC, then Innovative
Marketing Strategies, Inc. ("IMS"), on
November 29, 2004;
WHEREAS, pursuant to said Acquisition
Agreement, Epixtar agreed to guarantee the
payment of a debt owed to DDM by IMS (the
"Cash Debt"), payable pursuant to the
terms of a Guarantee Agreement executed
between the parties hereto on January 7,
2005;
WHEREAS, as of the effective date of this
Agreement, the outstanding balance of
the Cash Debt is One Hundred Ninety-Two
Thousand Six Hundred One Dollars and
Fifty-Seven Cents ($192,601.57) (the
"outstanding balance");
WHEREAS, the parties have mutually agreed
to set forth new terms for the payment
of the Cash Debt.
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 of the Cash Debt by
fifty percent (50%) to Ninety-Six Thousand
Three Hundred Dollars and
Seventy-Eight Cents ($96,300.78) (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 DDM a payment in the amount
of Sixteen Thousand Fifty Dollars and
Thirteen Cents ($16,050.13).
3. On or before August 12, 2005, Epixtar
shall pay to DDM a payment in the
amount of Sixteen Thousand Fifty Dollars
and Thirteen Cents ($16,050.13).
4. On or before September 5, 2005, and on
or before the 5th day of each
successive month thereafter with the last
payment occurring on December 5, 2005,
Epixtar shall pay to DDM a payment in the
amount of Sixteen Thousand Fifty
Dollars and Thirteen Cents ($16,050.13) in
full satisfaction of the amount of
the debt.
5. The Parties agree that this Agreement
sets forth the entire understanding of
the parties hereto
