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EXHIBIT 10.2
[MICROTEL INTERNATIONAL INC. LETTERHEAD]
October 2, 2000
T-Com, LLC
38 3rd Street, #303
Los Altos, CA 94022
Attn: Everett Bahre
RE: ASSET PURCHASE OF T-COM, LLC BY CXR TELECOM
CORPORATION (THE "TRANSACTION")
Dear Sirs:
This letter is to confirm our agreement concerning the effective date
for the above-referenced Transaction.
Whereas, an agreement in principle and a valuation for the Transaction
were executed by CXR Telcom Corporation ("CXR"), MicroTel International, Inc.
("MicroTel") and T-Com, LLC ("T-Com") on July 17, 2000 and July 26, 2000,
respectively, and all agreed upon actions required of T-Com to posture itself
in a business mode acceptable to CXR and MicroTel were made effective August
1, 2000; and
Whereas, MicroTel, CXR and T-Com have each indicated that they are
agreeable to making the effective date for the Transaction August 1, 2000 as
that date had been originally anticipated as the closing date for the
Transaction; and
Whereas, MicroTel and CXR have conferred with their accountants and
auditors, who, in light of the foregoing, have advised that they have no
objection to making the effective date for the Transaction August 1, 2000.
MicroTel, CXR and T-Com, for good and valuable consideration, receipt of
which is hereby acknowledged, agree, notwithstanding anything to the contrary
contained in the Asset Purchase Agreement relating to the Transaction, or any
of the Exhibits thereto, that as between the parties for all purposes the
Transaction shall be deemed to be effective as of August 1, 2000.
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9485 E. Haven Ave Suite 100, Rancho Cucamonga CA. USA 91730
Voice (909) 297-2699 FAX (909) 297-2644
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Please indicate your agreement with the foregoing by signing and returning
the enclosed copy of this letter.
MICROTEL INTERNATIONAL, INC.
By: /s/ CARMINE T. OLIVA
----------------------------
Carmine T. Oliva
CXR TELCOM CORPORATION
By: /s/ CARMINE T. OLIVA
----------------------------
Carmine T. Oliva
Agreed to:
T-Com, LLC
By: /s/ EVERETT BAHRE
--------------------------
Everett Bahre
