Unassociated Document


    


    Unwinding
      and Settlement Agreement of the Merger between the Jackson Rivers Co. and JKRI
      Acquisition Corp. (now Interact Holdings Group, Inc.) and UTSI International
      Corporation

    


    
      	
              I.

            	
              Whereas
                a certain Agreement and Plan of Merger (hereinafter the “Agreement”) was
                executed between the Jackson Rivers Company, JKRI Acquisition Corp.
                (now
                Interact Holdings Group, Inc., hereinafter “IHG”) and UTSI International
                Corporation (hereinafter “UTSI”) on May 5,
                2006;

            


    

    


    
      	
              II.

            	
              Whereas
                the post-closing conditions of the merger have not been met, and
                accordingly UTSI seeks to separate from IHG and for the parties to
                unwind
                the Agreement pursuant to Section 8.2 of the same and to settle any
                issues
                between them. 

            


    

    


    
      	
              III.

            	
              In
                order to accomplish this unwinding and settlement, the parties herein
                agree and accept the following:

            


    

    


    
      	 	
              1.

            	
              The
                effective date of the unwinding will be January 7, 2008. To this
                effect,
                the Board of IHG, Inc. will pass a resolution effective January 7,
                2008
                approving the unwinding. An extraordinary meeting of the Board must
                be
                held to pass this resolution on a date suitable to comply with the
                law and
                SEC regulations.

            


    

     

    
      	 	
              2.

            	
              UTSI
                International Corporation (UTSI) will become an independent company
                on
                January 7, 2008 (hereon the “effective date”). Pursuant to 8.2 (ii) of the
                Agreement, no later than the effective date the share certificates
                representing the ownership of UTSI International Corporation shall
                be
                transferred to the Shareholder Representative, Daniel W. Nagala endorsed
                to UTSI International Corporation effective January 7, 2008. In exchange,
                the “C” shares held by former UTSI shareholders in Interact Holdings
                Group, Inc. (IHG) will be surrendered to IHG. These shareholders
                will
                receive stock in the same amount and type they held in the old UTSI
                from
                the new UTSI. The new UTSI will indemnify and defend IHG, its directors,
                officers and shareholders against any claim for the value of the
“C”
                shares from the new UTSI shareholders, including Daniel W. Nagala
                and
                David L. Rossmann, or arising from the ownership of the “C” shares or any
                other shares issued by UTSI, including but not limited to derivative
                suits
                by shareholders. The purpose of this transaction is to restore UTSI
                to its
                status as a completely independent company, and to relieve IHG of
                the
                liabilities represented by the eventual conversion value of the “C”
                shares, and to be protected and indemnified from any actions by the
“C”
                share shareholders. On the effective date, or as soon as practicable
                thereafter, IHG will return to UTSI all of UTSI’s pre-merger and
                post-merger corporate books, resolutions, share documents, records
                and
                account books.

            


    

     

    
      	 	
              3.

            	
              Except
                as otherwise indicated herein, all accounts, assets and property
                of any
                type, defined hereinafter as including but not limited to real property,
                leaseholds, fixtures, furnishings, equipment and other movable property,
                software trademarks, service marks, domain names and other intellectual
                property, liabilities and debts, clients and contracts pertaining
                to UTSI
                that belonged to UTSI prior to the merger will become an exclusive
                asset,
                property or obligation of the new UTSI and IHG will have no claim
                of any
                type on any of them or any liability therefore. All accounts, assets
                and
                property of any type as defined hereinabove, liabilities and debts,
                clients and contracts pertaining to The Jackson Rivers Corporation
                prior
                to the merger will remain an exclusive asset, property or obligation
                of
                IHG and UTSI will have no claim of any type on any of them or any
                liability therefore. In addition, each company will keep any clients
                accounts, assets and property of any type as defined hereinabove
                it has
                acquired in its name since the merger.. The DBA IntelliSCADA Solutions
                will remain an asset of UTSI. Except as to the obligations set out
                in this
                unwinding and settlement agreement, there shall be no further obligations
                between the parties.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    4. The
      bonus
      and debt owed personally to David L. Rossmann and Daniel W. Nagala will be
      assumed by the new UTSI. 

     

    5. Daniel
      W.
      Nagala will resign from the Board of IHG and any other position, as employee
      or
      officer, he holds at IHG on the effective date. James Nelson will resign from
      the board of UTSI and as employee and/or officer of the same on the effective
      date. Both, however, will enjoy the indemnity protection for their performance
      during the period they served as such officers and directors afforded to them
      by
      the charters and bylaws of these respective entities.

     

    6. Any
      investment of IHG in UTSI will be exchanged in a wash sale for the waiver of
      the
      cash amounts owed to UTSI by IHG. IHG will thus have no equity position or
      interest in the new UTSI but will owe nothing to UTSI, and Section 8.2 (i)
      and
      (iii) of the Agreement will be deemed satisfied.

     

    7. 
      The UTSI
      Branch office in Spain will remain as part of the new UTSI. IHG and its officers
      will execute such documents as required to effect this change of
      ownership.

     

    8. IHG
      will
      be solely responsible for such filings as required by the SEC as a result of
      the
      unwinding.

     

    9.
       Each
      party will bear its own legal expenses and costs resulting from this
      unwinding.

     

    10.
       UTSI
      and
      IHG will mutually and reciprocally indemnify and hold harmless each other for
      any claims or actions arising from the work and actions performed by each party
      prior to and after the unwinding from third parties of any type for any
      liability of any type, including but not limited to those arising under their
      respective service and technical contracts, except as prohibited by law. All
      employees will continue to work for the entities they are working for on the
      effective date of unwinding, save and except the resignations indicated
      hereinabove. Kurt Schottleutner is deemed to be an employee of UTSI. Each
      company is prohibited from soliciting the services of employees of the surviving
      company for a period of twelve months after the effective date. 

     

    11.  This
      Settlement is expressly subject to all applicable laws, regulations, rules,
      or
      orders of federal and/or state governmental authorities, including the
      Departments of Energy and Transportation and the Securities and Exchange
      Commission with jurisdiction over the subject matter of this Agreement. It
      is
      the intention of the parties that this unwinding be a tax-free
      transaction.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    12.
      This
      Settlement shall be interpreted according to the laws of the State of Texas.
      Any
      controversy or claim arising out of or relating to this Settlement or the breach
      thereof, shall be settled by mediation administered in Houston, Texas, by a
      mutually agreed upon mediator.  If the parties are unable to reach an
      agreement within a reasonable time or the mediator believes the parties will
      be
      unable to participate meaningfully in the process or that a reasonable agreement
      is unlikely, the mediator may suspend or terminate mediation and should
      encourage both parties to seek appropriate legal representation.

     

    13.
      If
      any provision of this Settlement is held by any court or other competent
      authority, or by the operation of law, to be void or unenforceable in whole
      or
      in part, this Settlement shall continue to be valid as to the other provisions
      hereof as if the affected or invalid provisions were deleted from this
      Settlement. In the case of conflict between this Settlement and the Agreement,
      the terms of the Settlement will be conclusive. 

     

    14.
      This
      Settlement supersedes all prior agreements and understandings between the
      parties respecting the subject matter hereof. This Settlement may only be
      amended in writing by the mutual agreement of the parties. This Settlement
      is
      the entire unwinding and settlement contract between the Parties. 

     

    


    
      	
              Agreed,
                Accepted and Effective this

            	 	 
	
              7th
                day of January, 2008.

            	 	 
	 	 	 
	 	 	 
	
              Daniel
                W. Nagala                

            	 	
              /s/
                Jeffrey Flannery                

            
	 	 	 
	
              Daniel
                W. Nagala, President

            	 	
              Jeffrey
                Flannery, Chief Executive Officer

            
	
              UTSI
                International Corporation

            	 	
              Interact
                Holdings Group, Inc.