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
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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.
Obligations
and Cov
