|
EXHIBIT 10.1
TERMINATION AGREEMENT
AGREEMENT made as of the 24th day of March, 2005 (the
"Termination
Agreement") by and between INTERCOMSOFT LIMITED ("Intercomsoft")
and SUPERCOM
LIMITED (Israel) ("Supplier").
W I T N E S S E T H :
WHEREAS, Supplier is an Israeli publicly owned corporation whose
shares
are traded in the United States on the over-the-counter bulletin
board; and
WHEREAS, Intercomsoft and Supplier are parties to that certain
Sales
Agreement dated August 25, 1995, as amended May 5, 1998 and July
22, 1998 (the
"Sales Agreement"); and
WHEREAS, Supplier has, for its own business reasons,
requested
Intercomsoft to terminate the Sales Agreement, all on and
subject to the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
and other
good and valuable consideration, the parties hereto do hereby
agree as follows:
1. Incorporation by Reference. The terms and conditions of the
Sales
Agreement are incorporated herein by reference thereto. All
capitalized terms
which are used but not defined herein shall have the meanings
ascribed to them
in the Sales Agreement.
2. Termination. Subject to the terms and conditions of this
Termination
Agreement, the Sales Agreement is hereby terminated, effective
on the date
hereof.
Supplier hereby acknowledges and confirms that Intercomsoft
has
fully complied with all of its obligations under the Sales
Agreement through the
date hereof and is not in breach or default of any of the terms
or provisions
thereof. Intercomsoft hereby acknowledges and confirms that
Supplier has fully
complied with all of its obligations under the Sales Agreement
through the date
hereof and is not in breach or default of any of the terms or
provisions
thereof. Supplier hereby releases and discharges Intercomsoft,
Trimol Group,
Inc. (its parent corporation) and their respective officers,
directors,
shareholders, employees and agents, from all claims, causes of
action, suits,
proceedings, obligations, liabilities, costs or expenses of any
kind whatsoever
from the beginning of time through the date hereof, except for
the payable
referred to below. In addition, Supplier hereby agrees to
defend, indemnify and
hold Intercomsoft, Trimol Group, Inc. (its parent corporation)
and their
respective officers, directors, shareholders, employees and
agents, harmless
from and against all claims, causes of action, suits,
proceedings, obligations,
liabilities, costs or expenses of any kind whatsoever (including
their
respective legal fees) incurred by any of them as a result of or
based upon (i)
the execution and delivery by Intercomsoft of this Termination
Agreement, (ii)
any breach of any representation, warranty, covenant or
obligation of Supplier
under
<PAGE>
this Termination Agreement, or (iii) any claim or action by any
third party
claiming by or through Supplier as a result of this Termination
Agreement, or
otherwise. The parties acknowledge and agree that there are no
amounts due or
obligations owing to the other under the Sales Agreement as of
the date hereof
(other than a payable by Intercomsoft to Supplier in the amount
of $184,912) and
that the Agreement shall be of no further force or effect from
and after the
date hereof, except that nothing herein shall impair Supplier's
right to receive
payment with respect to such payable. The aforesaid payable of
$184,912 will be
paid to Supplier in nine equal monthly installments, the first
of which shall be
paid in April 2005.
3. Obligation
| 
