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EXHIBIT
10.56
Agreement, dated as of March 3, 1998, by and between RDB
Capital Advisors, LLC, Xxxxxxx X. Xxxxxx, Xxxxx Pine
Investment Banking, LLC and the Company.
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AGREEMENT
BY AND BETWEEN
RDB CAPITAL ADVISORS, LLC,
STONE PINE INVESTMENT BANKING, LLC AND
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
THIS AGREEMENT ("Agreement") is entered into as of March ___, 1998 by
RDB Capital Advisors, LLC on behalf of any persons or entities affiliated with
RDB Capital Advisors, LLC (collectively, the "RDB Entities"), Stone Pine
Investment Banking, LLC and its affiliates (collectively, "Stone Pine") and
Consolidated Capital of North America, Inc. ("Consolidated") (Stone Pine and
Consolidated collectively, the "Companies"), on the following terms and
conditions:
WHEREAS, RDB arranged for the purchase by certain entities (the
"Buyers") of $2 million shares of Series C Preferred Shares of Consolidated (the
"Stock Purchase"); and
WHEREAS, the Stock Purchase was consummated on March 10, 1998; and
WHEREAS, the Companies, as compensation for the services of RDB, have
agreed to pay to RDB the sum of $120,000.00 (the "Finder's Fee");
WHEREAS, RDB desires to enter into this Agreement in order to induce
and facilitate the payment of the Finder's Fee.
NOW THEREFORE, for full and adequate consideration, the sufficiency of
which is hereby acknowledged by the RDB Entities and the Companies, the parties
hereby agree as follows:
1. As full and final payment for all outstanding sums owed to the RDB
Entities, Consolidated shall pay $120,000.00 to the RDB Entities
immediately upon execution of this Agreement.
2. The RDB Entities shall be solely responsible to pay the Buyer's
representatives any fee payable to the Buyer's representatives and the
Companies shall have no obligation to pay any fee to the Buyer or the
Buyer's representatives.
3. By the execution of this Agreement, and subject to the receipt of the
payment set forth in paragraph 1:
The RDB Entities hereby release, remise and forever discharge the
Companies, and the Companies' current and former shareholders,
directors, officers, agents, members, managers, affiliates, attorneys
and employees (all such persons and entities collectively, the
"Recipients"), of and from any and all actions, suits, proceedings,
controversies, claims and/or demands ("Claims") whatsoever, so that the
RDB Entities shall not have any claim on or against the Companies or
the Recipients, directly or indirectly, arising from or relating to the
Stock Purchase or the Finder's Fee.
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4. This Agreement shall be binding upon the parties hereto and their
respective heirs, successors and assigns, and shall enure to the
benefit of the parties hereto and their respective heirs, successors
and assigns.
5. This Agreement constitutes the entire agreement and understanding
between the parties hereto and supersedes and replaces all negotiations
and all proposed agreements whether oral or written, between the
parties relating to the subject matter of this Agreement.
6. THIS AGREEMENT AND ANY CONTROVERSY WHICH MIGHT ARISE HEREFROM WILL IN
ALL RESPECTS BE INTERPRETED, ENFORCED AND GOVERNED BY THE LAWS OF THE
STATE OF COLORADO.
IN WITNESS WHEREOF, this Agreement is executed as of the date first set
forth above.
RDB CAPITAL ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Manager
CONSOLIDATED CAPITAL OF
NORTH AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Treasurer
STONE PINE INVESTMENT BANKING, LLC
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx:
Manager
