Sample Business Contracts

Stock and Asset Purchase Agreement [Side Letter] - Teltran International Group Ltd., Internet Protocols Ltd. and NCT Networks Inc.

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                        TELTRAN INTERNATIONAL GROUP, LTD.
                                 One Penn Plaza
                            New York, New York 10019

                                          February 27, 2001

NCT Networks, Inc.
20 Ketchum Street
Westport, Connecticut  06880

      Re:   Stock and  Asset  Purchase  Agreement  among  NCT  Networks,  Inc.
            Teltran  International  Group,  Ltd. and Internet  Protocols  Ltd.
            (the "Agreement") dated as of January 23, 2001

Ladies and Gentlemen:

      This will set forth the agreed upon amendments to the above Agreement.
Capitalized terms used herein and not defined shall have the meanings given to
them in the Agreement.

     1. The  definition of "Excluded  Liability in Section 1 shall be revised to
read as follows:

     "Excluded  Liabilities"  shall mean subject to the provision of Section 5.4
     all Liabilities of the Acquired Company not specifically  reflected,  noted
     or specifically  reserved against on the Balance Sheet,  including  without
     limitation any  Liabilities of the Acquired  Company that together with the
     Liabilities  so  specifically  reflected,  noted or  specifically  reserved
     against  would  exceed  the sum of the  amount  or  type  of the  Liability
     disclosed  (without  a  specific  amount)  in  the  footnote  thereto  plus
     (pound)679,078.39,  but in any  event  not  including  any of the  Ordinary
     Course Liabilities.

     2. The  following  clause  shall be added to the  definition  of  "Ordinary
Course Liabilities," in Section 1:

     "any  liabilities  of the Acquired  Company  incurred or resulting from the
     actions  or  omissions  of NCTN or its  affiliates  or  representatives  or
     incurred  at  their  request  whether  prior or  subsequent  to the date of
     execution of this Agreement.

     3. All  reference  to  Stockholders'  Agreement  shall apply  solely to any
Series A  Preferred  Shares  that may be  released  by the  Collateral  Agent to
Teltran  pursuant to a Collateral  Agent  Agreement  among Barbara R. Mittman as
Collateral Agent, Teltran, NCTN and certain investors identified therein,  dated
as of February 27, 2001 (the "Collateral Agreement").

     4. The attached  assumption and assignment  agreement shall be executed and
replaced for assumption and assignment attached to the Agreement.

     5. The full paragraph  following  subsection  2.2.1(c) is hereby eliminated
and existing subsection 2.1.1(d) and (e) are relettered (e) and (f) respectively
and a new subsection 2.1.1 (d) is added as follows:.

     (d) Series A Preferred Shares  ("Balance  Shares") having a Stated Value of
     (pound)1,500,000  shall  be  delivered  to  Barbara  Mittman  to be held as
     Collateral  Agent  pursuant  to the  Collateral  Agreement  and a  Security
     Agreement  among the same parties and dated the same date as the Collateral

     6. The second  sentence of the second  paragraph  Section 2.6 is revised in
its entirety to read as follows:

     The value of the Initial Cash Consideration, the stated value of the Series
     A Preferred Shares issued at Closing pursuant to Section 2.2.1(a), (b), (c)
     and (d), the DataTech Consideration and the Post Closing Consideration when
     added  together  shall equal the sum of the $350,000 and  Preferred  Shares
     having  a  stated  value  equivalent  to  (pound)4,940,000  (the  "Purchase
     Amount"), subject to deduction of the Adjustment as provided in Section 2.5
     and any offset as provided in Section 2.7.

     7. Section 2.7 is amended in its entirety to read as follows:

     2.7  Offsets.  If  NCTN  or its  stockholders  or  Subsidiaries  incur  any
     Liabilities  relating to any breach of  representations  and  warranties of
     Teltran and IPL or breach of any covenants,  obligations or undertakings of
     Teltran  and/or IPL in this  Agreement  or the  Assignment  and  Assumption
     Agreement,  then  NCTN  shall  have the right to  offset  such  Liabilities
     against the obligation to deliver to Teltran the DataTech  Consideration in
     Section 2.4, the Post Closing  Consideration  or against the Balance Shares
     as set forth in this  Section  2.7.  For  purposes of any  offsets  against
     shares of Preferred Stock,  such offsets shall be dollar for dollar against
     the stated value of the Preferred Stock.

     8. Section 5.1 shall be amended in its entirety to read as follows:

     Web Factory  Indebtedness.  NCTN shall indemnify and hold harmless  Teltran
     from  liability,  costs and  expense  of any  description  of the  Acquired
     Company  as  well  as any  guaranty  of any  indebtedness  of the  Acquired
     Company,  including  any  indebtedness  incurred  in  connection  with  the
     acquisition of assets by the Acquired  Company from the Web Factory Limited
     (now known as Logical e Business  Solutions Limited) in March 2000 which is
     specifically  reflected on the Balance Sheet or any note thereby and if not
     so reflected NCTN shall have no indemnification or hold harmless obligation
     to Teltran in respect  thereof.  NCTN shall cause the  Acquired  Company to
     indemnify and hold Teltran harmless from the Ordinary Course Liabilities.

     9. Section 5.4 shall be amended by removing in the first sentence subclause
(c) in its  entirety,  and by placing  the word "and"  after  subclause  (a) and
before subclause and (b) in the same sentence.

     10. In Section 7.5 the street address of NCTN's counsel shall be changed to
"555 Eleventh Street, N.W."

     11. Except as modified  herein the Agreement shall remain in full force and

     If the foregoing  correctly  reflects our  understanding  please return the
enclosed copy of this letter.

                                    Very truly yours,

                                    TELTRAN INTERNATIONAL GROUP, LTD.


                                    INTERNET PROTOCOLS LTD.


                                    NCT NETWORKS, INC.