Edgewater/Epic - Real termination agreement









EXHIBIT 4.34




 




TERMINATION AGREEMENT




 




THIS

TERMINATION AGREEMENT  (this

“Agreement”) is entered into as of April         , 2002, by and among EpicEdge, Inc. (the “Company”), Carl

Rose (“Rose”), Charles Leaver (“Leaver”), Jeff Sexton (“Sexton”), Edgewater Private

Equity Fund III, L.P. (“Edgewater”), Aspen Finance Investors I, LLC (“Aspen”),

Fleck T.I.M.E. Fund, LP (“TIME”), Fleck Family Partnership II, LP (“Fleck

Family”; and, together with Rose, Leaver, Sexton, Edgewater, Aspen and TIME,

the “Shareholders”).




 




WHEREAS, the

Company and the Shareholders entered into a certain Shareholders’ Agreement

dated as of September 29, 2000 (the “Shareholders’ Agreement”); and




 




WHEREAS, the

Shareholders and the Company wish to terminate the Shareholders’ Agreement.




 




NOW THEREFORE,

in consideration of the following covenants and agreements and for other good

and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties agree as follows:




 




1.             Termination. 

The Shareholders and the Company hereby agree to terminate the

Shareholders’ Agreement.  The

Shareholders and the Company agree that the Shareholders’ Agreement shall be

deemed null and void as of the date hereof and that any and all rights and obligations

of any party thereto arising heretofore or hereafter under the Shareholders’

Agreement are hereby extinguished and terminated.




 




2.             Counterparts. 

This Agreement may be executed on separate counterparts, each of which

shall be deemed to be an original and all of which taken together shall

constitute one and the same agreement. One or more executed counterparts of

this Agreement may be delivered by facsimile, which shall have the same force

and effect as delivery of an original counterpart hereof.




 




3.             Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of

and be enforceable against the parties hereto and their respective successors,

assigns, heirs, legatees, personal representatives and transferees, as the case

may be.




 




4.             Choice of Law. 

The law of the State of Illinois shall govern all questions concerning

the construction, validity and interpretation of this Agreement and the

exhibits hereto, without giving effect to any choice of law or conflict of laws

rules or provisions.




 




5.             Entire Agreement.  This Agreement constitutes the entire agreement between the

parties hereto with regard to the subject matter hereof, superseding all prior

understandings and agreements whether written or oral.  This Agreement may not be amended or revised

except by a writing signed by the parties.




 




[SIGNATURE PAGE FOLLOWS]




 





























 




IN WITNESS

WHEREOF, the undersigned have executed this Termination Agreement as of the

date first above written.




 




 




	

  EPICEDGE,

  INC., a Texas corporation


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  	

  Carl Rose


  
	

   


   


  	

   


  	

   


  
	

  EDGEWATER

  PRIVATE EQUITY FUND


  	

   


  	

   


  
	

  III, L.P.


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  Edgewater

  III Management, L.P.


  	

   


  	

   


  	

   


  
	

  Its:


  	

  General

  Partner


  	

   


  	

  Charles

  Leaver


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  Gordon

  Management, Inc.


  	

   


  	

   


  
	

  Its:


  	

  General

  Partner


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  	

  Jeff Sexton


  
	

   


   


  	

   


  	

   


  
	

  ASPEN

  FINANCE INVESTORS I, LLC, a


  	

   


  	

   


  
	

  Colorado limited

  liability company


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

  Its:


  	

  Manager


  	

   


  	

   


  
	

   


   


  	

   


  	

   


  
	

  FLECK

  T.I.M.E. FUND, L.P., a Connecticut


  	

   


  	

   


  
	

  limited

  partnership


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

  Its:


  	

  Managing

  Partner


  	

   


  	

   


  
	

   


   


  	

   


  	

   


  
	

  FLECK FAMILY

  PARTNERSHIP II, L.P., a


  	

   


  	

   


  
	

  Florida

  limited partnership


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

  Its:


  	

  Managing

  Partner