IPEX, Inc
December 20, 2005
Attn: Scott Goodwin, President and CEO
Vinculum Communications, Inc.
9255 Towne Centre Drive, Suite 925
San Diego, CA 92121
RE: Agreement
to Terminate
Letter of Intent
Dated July 25,
2005
Between IPEX,
Inc. and Vinculum
Communications, Inc.
Dear Mr. Goodwin:
As per our
recent discussions, this letter (this "Termination Agreement")
shall constitute the agreement among IPEX,
Inc., a Nevada corporation ("IPEX"),
and Vinculum Communications, Inc., a
Delaware corporation ("Vinculum"), to
terminate that certain Letter of Intent
(the "LOI") dated July 25, 2005 for IPEX
to acquire (the "Proposed Acquisition") all
of the issued and outstanding shares
of stock of Vinculum. The following sets
forth the terms mutually agreed upon
between IPEX and Vinculum in connection
therewith.
1. IPEX
and Vinculum hereby agree to terminate the LOI and all
transactions contemplated pursuant to the
LOI.
2.
Vinculum hereby acknowledges that to date IPEX has advanced $75,000
to
Vinculum as a pre-pay deposit for
traffic.
3. IPEX
hereby agrees that, notwithstanding the requirement of Section
3
of the LOI, IPEX shall pay Vinculum the sum
of $55,000 which represents
reimbursement of expenses incurred by
Vinculum in connection with the
negotiation of and due diligence associated
with the LOI and the Proposed
Acquisition. Such $55,000 payment shall be
deducted from the $75,000 pre-payment
made by IPEX to Vinculum as described in
Section 2 above. Vinculum hereby
acknowledges that, as of the date hereof,
Vinculum owes IPEX the outstanding
principal sum of $20,000, which will be
offset against any monies owed to
Vinculum by IPEX and which shall be
repayable by Vinculum without interest upon
demand by IPEX.
<PAGE>
Vinculum Communications, Inc.
December 20, 2005
Page 2 of 4
4. Except
as described in Section 3 of this Termination Agreement, IPEX
hereby agrees to release and discharge
Vinculum and its subsidiaries,
successors, officers, directors, past and
present employees, insurers and
assigns (the "Vinculum Releasees"), from
all actions, causes of action, suits,
debts, dues, sums of money, accounts,
reckonings, controversies, agreements,
promises, damages, judgments, claims and
demands whatsoever, in law or equity,
(collectively, "Claims") against the
above-named Vinculum Releasees which IPEX,
its subsidiaries, successors, officers,
directors, past and present employees,
insurers and assigns ever had, now have or
hereafter can, shall or may have,
for, upon or by reason of any matter, cause
or thing whatsoever from the
beginning of the world to the date of this
Termination Agreement. With respect
to the release contained herein, it is
acknowledged and admitted by IPEX that it
has been informed of the provisions of
Section 1542 of the Civil Code of the
State of California, and does hereby
expressly waive and relinquish all rights
and benefits which it has or may have under
said section, or any comparable law
under any other jurisdiction. Said section
reads as follows:
