COMPROMISE SETTLEMENT &
NOTE MODIFICIATION AGREEMENT
WHEREAS:
In May, 1999, SPORTS GROUP INTERNATIONAL, INC. ("SPGK") purchased ▇▇▇▇▇▇
SYSTEMS, INC. ("▇▇▇▇▇▇") from ▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇"); and
WHEREAS:
▇▇▇▇▇▇ had purchased in escrow Fru-Cor, Inc., a Texas corporation
("FRU-COR"), simultaneously with SPGK's purchase of ▇▇▇▇▇▇; and
WHEREAS:
Part of the purchase price paid by SPGK to ▇▇▇▇▇ for ▇▇▇▇▇▇ was a three
hundred thousand dollar ($300,000.00) Promissory Note ("▇▇▇▇▇ Note") dated May
21, 1999, payable from ▇▇▇▇▇▇ to ▇▇▇▇▇; and
WHEREAS:
The parties (SPGK, ▇▇▇▇▇▇ and ▇▇▇▇▇), executed other documents on or about
May 21/22, 1999, including but not limited to a Guaranty Agreement, Pledge and
Security Agreement, Share Purchase Agreement, Closing Agreement and Consulting
Agreement; and
WHEREAS:
▇▇▇▇▇ contends that SPGK defaulted under the above referenced agreements
which gave him the right to accelerate the ▇▇▇▇▇ Note and receive default
interest and legal fees; and
WHEREAS:
▇▇▇▇▇ filed suit against SPGK and ▇▇▇▇▇▇ in cause no. DV99-6045-L, pending
in the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇; and
WHEREAS:
Without admitting any wrongdoing, all parties wish to buy peace and to
avoid the expense of further litigation and wish to enter into this Compromise
Settlement and Note Modification Agreement ("Settlement Agreement"):
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 1
NOW, THEREFORE,
The parties agree as follows:
1. SPGK will pay the following sums to ▇▇▇▇▇ by the following dates in full
and final payment of all sums due under the May 22, 1999 Consulting
Agreement:
a. February 1, 2000 - $10,000.00
b. March 1, 2000 - $10,000.00
2. SPGK shall pay ▇▇▇▇▇, no later than December 31, 1999, the sum of eleven
thousand two hundred fifty dollars ($11,250.00) in payment of interest
payments previously due between September 1, 1999 and January 1, 2000 under
the ▇▇▇▇▇ Note. ▇▇▇▇▇ acknowledges receipt of this sum.
3. SPGK shall pay Dalal's legal fees as follows:
a. $6,000.00 on February 1, 2000
b. $8,105.66 on March 1, 2000
4. Paragraph 2 of the May 21, 1999 ▇▇▇▇▇ Note is hereby modified to read as
follows:
PARAGRAPH 2. PAYMENT. Principal of and interest on this Note shall be
payable as follows:
a. Beginning on February 1, 2000, and continuing on the first day of each
month for thirty-six (36) months thereafter prior to the maturity
hereof (whether such maturity arises pursuant to passage of time,
acceleration of the indebtedness evidenced hereby or otherwise),
monthly installments of principal and/or interest in the amount of
nine thousand five hundred forty dollars ($9,540.00) shall be due and
payable.
b. All accrued unpaid interest and principal hereunder shall be finally
due and payable on January 1, 2003, if such amounts have not
previously matured due to acceleration for default, or been paid under
the provisions for permitted prepayments, as hereinafter set forth, or
otherwise.
If any scheduled payment date is not a business day, Maker shall make any
payment required to be made on such day on or before the immediately preceding
business day.
5. The following is added to Paragraph 4 of the May 21, 1999 ▇▇▇▇▇ Note
as an Event of Default:
▇. ▇▇▇▇▇▇ defaults on the one million two hundred thousand dollar
($1,200,000.00) Note dated July 7, 1999 from ▇▇▇▇▇▇ Systems, Inc. to
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 2
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ltd., a Texas limited partnership, ▇▇▇▇ ▇▇▇▇▇▇
and ▇▇▇▇▇ ▇▇▇▇▇▇, as it may be modified from time-to-time (the
"▇▇▇▇▇▇▇▇ Note"), and such default is not timely cured, or the
▇▇▇▇▇▇▇▇ Note becomes due in full (by its terms and without regard to
defenses and counterclaims outside the face of the Note), and is
unpaid prior to the ▇▇▇▇▇ Note being paid off.
6. Paragraph 7 of the May 21, 1999 Guaranty Agreement by SPGK in favor of
▇▇▇▇▇ now reads as follows:
PARAGRAPH 7. FINANCIAL STATEMENT AND OTHER MATERIALS. The Guarantor
warrants and represents to ▇▇▇▇▇ that all financial statements
previously delivered by Guarantor to ▇▇▇▇▇ are true and correct and
that there are no material adverse changes as of the date hereof,
after giving effect to the execution of the Guaranty. So long as any
of the Indebtedness remains outstanding, Guarantor shall provide ▇▇▇▇▇
within fifty (50) days following the end of each of the first three
fiscal quarters of each fiscal year, with a copy of Guarantor's 10Q;
and within one hundred five days (105) following the end of each
fiscal year, with a copy of Guarantor's 10K. Provided however, that
because Guarantor will not be filing a 10K in calendar 2000, Guarantor
will furnish ▇▇▇▇▇ its audited financials by April 15, 2000, and will
timely furnish a 10K in subsequent years.
7. Section 6(c) of the May 21, 1999 Pledge and Security Agreement by SPGK in
favor of ▇▇▇▇▇ shall now read as follows:
FINANCIAL STATEMENTS: BOOKS AND RECORDS. So long as any of the
Indebtedness remains outstanding, Pledgor shall provide Pledgee,
within forty-five (45) days following the end of each calendar
quarter, internally prepared financial statements of ▇▇▇▇▇▇ evidencing
compliance with the net worth covenant in Section 6(c), as produced by
▇▇▇▇▇▇ within its current practices and certified by the Chief
Financial Officer of ▇▇▇▇▇▇ to fairly present the financial condition
of ▇▇▇▇▇▇ as of the end of such quarter. The quarterly financial
statements of ▇▇▇▇▇▇ that have been and will be provided to Pledgee
were and will be prepared in accordance with generally accepted
accounting principles applied on a consistent basis. Pledgor shall
keep accurate and complete books and records of ▇▇▇▇▇▇'▇ business,
financial condition, and the Pledged Collateral in accordance with
generally accepted accounting principles consistently applied ("GAAP")
and shall ▇▇▇▇ its books and records to reflect the security interest
granted to Pledgee pursuant to this Settlement Agreement.
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 3
8. SPGK hereby warrants and represents that it no longer prepares monthly
financial statements for ▇▇▇▇▇▇, as a whole, on a consolidated basis.
Section 2 of the May 21, 1999 Pledge and Security Agreement between SPGK
and ▇▇▇▇▇ is hereby modified to read as follows:
SECTION 2. PLEDGE AND GRANT OF SECURITY INTEREST. As collateral security
for all of the Indebtedness (as defined in Section 3 hereof), Pledgor
hereby pledges and assigns to Pledgee and grants to Pledgee for his benefit
a continuing security interest in all of Pledgor's right, title and
interest in and to the following, whether now owned or hereafter acquired
(collectively the "Pledged Collateral")":
a. PLEDGED SECURITIES. All of the securities of ▇▇▇▇▇▇, whether such
securities are now owned or hereafter acquired by Pledgor (the
"Pledged Securities"), the certificates representing the Pledged
Securities, all option and other rights, contractual or otherwise,
with respect thereto and all dividends, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged
Securities. SPGK and ▇▇▇▇▇▇ acknowledge that no further shares of
stock in ▇▇▇▇▇▇ shall be issued until the ▇▇▇▇▇ Note is fully paid.
b. PROCEEDS. All proceeds of the Pledged Securities, whether now owned or
hereafter acquired by Pledgor and howsoever its interest therein may
arise or appear (whether by ownership, security interest, claim or
otherwise).
c. FRULLATI'S ROYALTIES.
All of Frullati Franchise Systems, Inc.'s respective right, title and
interest in the royalties of Frullati Franchise Systems, Inc.'s
franchised locations. Pledgor will cause ▇▇▇▇▇▇ and Frullati Franchise
Systems, Inc. to execute financing statements to perfect the security
interest in the pledge of royalties. A list of such locations will be
provided by February 15, 2000, including contact names and addresses.
Pledgor agrees to update this list quarterly and to provide such a
list 45 days after the end of each calendar quarter along with
▇▇▇▇▇▇'▇ financial statement pursuant to Section 7. Provided however,
that the first update is not due until August 15, 2000. ▇▇▇▇▇ agrees
not to contact any franchisee on this list unless there is a Default
under this Settlement Agreement which Default has not been cured
within the applicable period.
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 4
SPGK represents and warrants that Frullati Franchise Systems, Inc.'s
royalties have not been pledged or otherwise encumbered since May 21,
1999, and that it will not pledge or otherwise encumber the royalties
except, if necessary, as additional security under the ▇▇▇▇▇▇▇▇ Note.
▇▇▇▇▇ agrees that, if and only if so requested by SPGK, and if
necessary to achieve an extension of the ▇▇▇▇▇▇▇▇ Note, that he will
execute all necessary documents, including but not limited to
financing statements, subordination agreements in the form attached
hereto as exhibit "K", and any other documentation necessary, to
subordinate up to 50% of this security interest to the holders of the
▇▇▇▇▇▇▇▇ Note. In that case, any extensions of the ▇▇▇▇▇▇▇▇ Note and
modifications of their Pledge and Security Agreement shall have
language identical to this paragraph regarding the subordination. If
there is a default under this Settlement Agreement, which default is
not cured within the applicable cure period, ▇▇▇▇▇ may send letters to
the franchisees instructing the franchisees to send their monthly
royalty payments to escrow holder Arizona Escrow Financial Corporation
("Arizona Escrow) ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, or such other certified escrow agent as ▇▇▇▇▇ may choose.
Arizona Escrow, or such other escrow agent, if applicable, shall each
month then remit 100% of those escrowed royalties to ▇▇▇▇▇ unless the
▇▇▇▇▇▇▇▇ Note is also in default and ▇▇▇▇▇ has subordinated a portion
of his security interest in Frullati Franchise System, Inc.'s
royalties to the holders of the ▇▇▇▇▇▇▇▇ Note, in which case Arizona
Escrow shall forward the ▇▇▇▇▇▇▇▇ Note Holder the Royalties in the
percentage of the Security Interest subordinated by ▇▇▇▇▇ and shall
forward the remainder of the royalties to ▇▇▇▇▇. Such royalty payments
to ▇▇▇▇▇ shall be credited as a payment on the ▇▇▇▇▇ Note.
The Pledgee acknowledges and agrees that the Pledged Collateral does not
include ▇▇▇▇▇▇'▇ corporate stores, inventory, equipment, accounts receivable,
instruments, chattel paper, goods and other similar assets of ▇▇▇▇▇▇. Pledgor
acknowledges and agrees that the foregoing sentence in no way impairs its
obligation under Section 6(n) of this Settlement Agreement. Pledgee also
acknowledges that Pledgor has entered into a Pledge and Security Agreement dated
of even date herewith in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ltd., et al. (the
"▇▇▇▇▇▇▇▇ Pledge Agreement") and consents to Pledgor's execution and delivery of
the ▇▇▇▇▇▇▇▇ Pledge Agreement.
9. To secure payments due and owing under the ▇▇▇▇▇ Note, as modified
under this Settlement Agreement, and the obligations under this
Settlement Agreement, Frullati Franchise Systems, Inc., and ▇▇▇▇▇▇
Systems, Inc. hereby pledge their right, title and interest in the
royalties of Frullati Franchise Systems, Inc.'s franchise locations to
▇▇▇▇ ▇. ▇▇▇▇▇. Frullati Franchise Systems, Inc. and ▇▇▇▇▇▇ Systems,
Inc. will execute financing statements to perfect this security
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 5
interest in the pledge of royalties. Frullati Franchise Systems, Inc.
represents and warrants that these royalties have not been pledged or
otherwise encumbered since May 21, 1999, and that it will not pledge
or otherwise encumber the royalties except, if necessary, as
additional security under the ▇▇▇▇▇▇▇▇ Note. ▇▇▇▇▇ agrees that, if and
only if so requested by SPGK, and if necessary to achieve an extension
of the ▇▇▇▇▇▇▇▇ Note, that he will execute all necessary documents,
including but not limited to financing statements, subordination
agreements in the form attached hereto as exhibit "K", and any other
documentation necessary, to subordinate up to 50% of this security
interest to the holders of the ▇▇▇▇▇▇▇▇ Note. In that case, any
extensions of the ▇▇▇▇▇▇▇▇ Note and modifications of their Pledge and
Security Agreement shall have language identical to this paragraph
regarding the subordination. If there is a default under this
Settlement Agreement, which default is not cured within the applicable
cure period, ▇▇▇▇▇ may send letters to the franchisees instructing the
franchisees to send their monthly royalty payments to escrow holder
Arizona Escrow Financial Corporation ("Arizona Escrow) ▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other certified
escrow agent, as ▇▇▇▇▇ may choose. Arizona Escrow, or such other
certified escrow agent if applicable, shall each month then remit 100%
of those escrowed royalties to ▇▇▇▇▇, unless the ▇▇▇▇▇▇▇▇ Note is also
in default and ▇▇▇▇▇ has subordinated a portion of his security
interest in Frullati Franchise Systems, Inc.'s royalties to the
holders of the ▇▇▇▇▇▇▇▇ Note, in which case Arizona Escrow shall
forward the ▇▇▇▇▇▇▇▇ Note Holders royalties in the percentage of the
Security Interest subordinated by ▇▇▇▇▇ and shall forward the
remainder of the royalties to ▇▇▇▇▇. Such royalty payments to ▇▇▇▇▇
shall be credited as a payment on the ▇▇▇▇▇ Note.
10. An addition to Paragraph 5 of the May 21, 1999, Pledge and Security
Agreement between SPGK and ▇▇▇▇▇ is hereby made as follows:
▇. ▇▇▇▇▇ TO RECEIVE NOTICES. Within two (2) business days of receipt,
Pledgor shall forward Pledgee copies of any written notice either
given by Pledgor or received by Pledgor pursuant to the ▇▇▇▇▇▇▇▇ Note
referenced above in Paragraph 5 of this Settlement Agreement or the
Pledge and Security Agreement entered into as of July 7, 1999 between
SPGK and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ltd., ▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇ in
which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ltd., ▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇ receive
a security interest in all of the securities of ▇▇▇▇▇▇.
SPGK hereby covenants, as part of the consideration for this Settlement
Agreement, that ▇▇▇▇▇▇ Systems, Inc. will not sell Frullati Franchise Systems,
Inc. until the ▇▇▇▇▇ Note is fully paid. SPGK covenants that all of its existing
and future Frullati Cafe and Bakery franchised stores, or any franchised store
with the name Frullati or any derivative thereof, will be franchised through
Frullati Franchise Systems, Inc.
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 6
11. ▇▇▇▇▇ agrees to cooperate with SPGK with respect to any landlord or
franchisee problems SPGK or ▇▇▇▇▇▇ may have and will appear for deposition
in any Frullati litigation, as identified in Paragraph 3.1b of the Share
Purchase Agreement, as long as SPGK prepays his reasonable travel, from
wherever located at the time, and out-of-pocket expenses, and as long as
▇▇▇▇▇ is provided with reasonable notice and all reasonable efforts are
made to accommodate Dalal's schedule. It is the parties' intention to
clarify Dalal's duties under Paragraph 3.1(b) of the Share Purchase
Agreement and not to expand them.
12. Dalal's assertion of his voting rights in ▇▇▇▇▇▇ Systems, Inc.'s stock by
letter from ▇▇▇▇ ▇▇▇▇▇▇▇, dated November 12, 1999, attached as Exhibit "A"
hereto is rescinded. The purported unanimous consent of shareholders
executed by ▇▇▇▇▇ on November 20, 1999 attached as Exhibit "B" hereto is
agreed to be null and void.
13. Upon receipt of the payments in Paragraph 1 of this Settlement Agreement,
the May 22, 1999 Consulting Agreement attached hereto as Exhibit "C", is
agreed to have been paid in full and of no further force and effect, and
the May 22, 1999 Closing Agreement attached as Exhibit "D" hereto is null
and void.
14. The parties agree, upon execution of this Settlement Agreement, that there
are no defaults under the ▇▇▇▇▇ Note, Guaranty Agreement, Share Purchase
Agreement or any of the other Agreements entered into between them as of
this date. The parties agree that the ▇▇▇▇▇ Note is decelerated, current,
and reinstated with the new payment schedule contained in Paragraph 4 of
this Settlement Agreement.
15. ▇▇▇▇ ▇. ▇▇▇▇▇, in consideration of the sums paid and the promises under
this Settlement Agreement paid to him, hereby releases and discharges SPGK
and ▇▇▇▇▇▇ and their agents, employees, sub-agents, heirs, executors,
administrators, parents, subsidiaries, successors, related entities and
assigns from all actions, causes of action, claims or sums of money owed or
which may be owed, for anything whatsoever relating to the above-referenced
incidents, any prior defaults under any of the documents between the
parties prior to this date, including but not limited to the ▇▇▇▇▇ Note,
Consulting Agreement, Pledge and Security Agreement, Closing Agreement, the
Guaranty Agreement and the Share Purchase Agreement, and anything alleged
or that could have been alleged in Plaintiff's First Amended Original
Petition in the above referenced lawsuit and any other claim whatsoever he
may presently have against any of the above-referenced entities from the
beginning of the world to the day of the date of this Settlement Agreement.
This includes all state, federal, statutory, contractual, tort, extra
contractual, actual damage, punitive damage, consequential damage,
statutory damage and any other type of claim. ▇▇▇▇▇ specifically does not
release any claims arising from breach of this Settlement Agreement, or any
claims under the existing Agreements, as modified herein, which are unknown
as of this date except that any claims under the Share Purchase Agreement
which accrued prior to the date of this Settlement Agreement are released,
whether currently known or unknown.
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 7
16. SPGK and ▇▇▇▇▇▇, in consideration of the promises contained herein hereby
release and discharge ▇▇▇▇▇ and his agents, employees, sub-agents, heirs,
executors, administrators, parents, subsidiaries, successors, related
entities and assigns from all actions, causes of action, claims or sums of
money owed or which may be owed, for anything whatsoever relating to the
above-referenced alleged incidents, the alleged misrepresentations, or
omissions of material fact contained in the representations or warranties
in the Share Purchase Agreement, anything alleged or that could have been
alleged in the above-referenced lawsuit, and any other claim whatsoever
they presently may have against ▇▇▇▇▇ from the beginning of the world to
the day of the date of this Settlement Agreement. This includes all state,
federal, statutory, contractual, tort, extra contractual, actual damage,
punitive damage, consequential damage, statutory damage and any other type
of claim. SPGK and ▇▇▇▇▇▇ specifically do not release any claims arising
from breach of this Settlement Agreement, or any claims under the existing
Agreements, as modified herein, which are unknown as of this date, except
that any claims under the Share Purchase Agreement which accrued prior to
the date of this Settlement Agreement are released, whether currently known
or unknown.
17. As further consideration for this Settlement Agreement, ▇▇▇▇▇ agrees that
the terms of this Settlement Agreement shall be confidential and that he
shall not disclose them to any party other than the parties to this
Settlement Agreement or their officers, agents or employees, unless
required by court order or otherwise required by law, except that the below
referenced Agreed Judgment can be filed if such circumstances arise.
18. In the event of any default on any monetary or non-monetary obligation
contained herein (other than under the Note, as modified, which should be
governed by its own terms), failure to cure such default within five (5)
business days from receipt of written notification of a default shall
constitute an Event of Default. However, a third default of any monetary or
non-monetary obligations within any calendar year, shall constitute an
Event of Default, without the benefit of notice and right to cure.
19. A. To further secure payment of the sums hereunder, the parties will
execute an Agreed Judgment for three hundred thirty nine thousand one
hundred five dollars and sixty-six cents ($339,105.66) in the form of
Exhibit "E" attached hereto, and an Agreed Order of Dismissal in the form
of Exhibit "F" attached hereto, both to be held in trust by Dalal's
attorney, ▇▇▇▇ ▇▇▇▇▇▇▇. If and when the ▇▇▇▇▇ Note is paid off, ▇▇▇▇▇▇▇
will forward the Agreed Order of Dismissal to the Court for entry in
addition to performing everything required when a note is paid off. If the
Note goes into default , which default is not cured within the applicable
cure period, or if there is an Event of Default under the terms of this
Settlement Agreement or under the Pledge and Security Agreement, which
default is not cured within the applicable period, the parties agree that
▇▇▇▇▇ may submit the Agreed Judgment to the Court for entry. If the Agreed
Judgment is submitted, the parties agree that SPGK and ▇▇▇▇▇▇ shall receive
credit for all payments made under the terms of this Settlement Agreement
as a credit on the judgment.
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 8
B. If the Court will no longer carry the case on its docket for whatever the
reason, and the ▇▇▇▇▇ Note is not yet in default, the parties will agree to the
entry of an Agreed Order of Dismissal Without Prejudice in the form of Exhibit
"G" attached hereto. If subsequently, there is a default under the ▇▇▇▇▇ Note,
or under the terms of the Settlement Agreement, which default is not cured
within the applicable cure period, the parties agree that ▇▇▇▇▇ may file in
State District Court in Dallas, Texas, the original petition attached hereto as
Exhibit "H", the Original Answer attached hereto as Exhibit "I", and the Agreed
Judgment attached hereto as Exhibit "J" and affix the new cause number to these
documents at the time of filing. Once again, in that situation, SPGK and ▇▇▇▇▇▇
shall be entitled to a credit on the Agreed Judgment for all payments made under
the terms of this Settlement Agreement as a credit on the Judgment.
20. Except as referenced in paragraph 3, Each party shall pay its own court
costs and attorneys fees, in connection with this litigation.
21. The parties have each reviewed this Settlement Agreement with their
respective counsel. Consequently, the normal rule of construction to the
effect that an Agreement is to be strictly construed against the drafter
should not apply to this Settlement Agreement.
22. This Settlement Agreement constitutes the complete expression of the terms
of settlement, and all prior and contemporaneous agreements,
representations and negotiations, whether oral or written, are superseded.
No representations, understanding or agreements have been made or relied
upon in the making of this Settlement Agreement, other than those
specifically set forth herein.
23. Any alterations, modifications, amendments, variations, or additions to
this Settlement Agreement shall only be valid if in writing and executed by
all parties.
24. This Settlement Agreement shall be governed by the laws of the State of
Texas. Venue for any dispute relating to this Settlement Agreement or the
underlying documents shall be in Dallas County, Texas.
25. In executing this Settlement Agreement on behalf of the parties, the
undersigned representatives of the parties respectively represent that each
has the authority to execute this Settlement Agreement and bind the party
for whom each to the terms of this Settlement Agreement.
26. This Settlement Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile
signature shall be valid with the original signature to be forwarded
shortly thereafter.
27. If the ▇▇▇▇▇▇▇▇ Note and related documents are modified, ▇▇▇▇▇ is to be
listed as a person who receives all Notices pursuant to any such
Modification Agreement.
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 9
28. Any term not defined in this Settlement Agreement shall be defined as used
in the document in whereby it is originally defined.
29. Notices. All notices, requests, demand, and other communications under this
Settlement Agreement shall be in writing and shall be deemed to have been
duly give on the date of service, if served personally or by facsimile, on
the party to whom notice is to be given or on the third day after mailing,
if mailed, to the party to whom notice is to be given by first class,
registered or certified mail, postage prepaid, and properly addressed as
follows:
To SPGK and/or ▇▇▇▇▇▇: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To ▇▇▇▇▇, both at: ▇▇▇▇ ▇. ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇ ▇. ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇-▇▇▇▇▇▇
Facsimile: 011- 961-1-373738
with a copy to: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇,
A Professional Corporation
Two Lincoln Centre
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any party that changes its address or facsimile number shall give notice of
that change to all other parties.
30. In witness whereof, each of the parties hereto has caused this Settlement
Agreement to be executed and delivered by its duly authorized officer, as
of the date first set forth above.
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 10
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF TEXAS }
}
COUNTY OF DALLAS }
BEFORE ME, the undersigned, a notary public in and for said county and
state, on this day personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇, known to me to be the
person who executed the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed; that he
executed the same as his free and voluntary act and deed after having it fully
explained to him, and having read it fully, and after realizing the effect
thereof to be full and final release and discharge of Sports Group
International, Inc. and ▇▇▇▇▇▇ Systems, Inc., a corporation and their agents,
employees, sub-agents, heirs, executors, administrators, parents, subsidiaries,
related entities, successors and assigns, for any matter or thing dealt with in
the foregoing instrument; and that the same was executed by him without any
threat, force, fraud, duress, or representation of any kind by any person
whomsoever; and that the said ▇▇▇▇ ▇. ▇▇▇▇▇ at the time of the execution, was
completely sober, sane and capable of understanding the character of his acts
and deeds and was in complete charge of all of his faculties and capable of
executing this instrument and of understanding the significance of his acts.
GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 1st day of February, 2000.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Notary Public, State of Texas
My commission expires:
January 14, 2002
----------------------
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 11
12
SPORTS GROUP INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
authorized representative
STATE OF ARIZONA }
}
COUNTY OF MARICOPA }
BEFORE ME, the undersigned, a notary public in and for said county and
state, on this day personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ authorized representative
of Sports Group International, Inc., known to me to be the person who executed
the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed; that he executed the same as
his free and voluntary act and deed after having it fully explained to him, and
having read it fully, and after realizing the effect thereof to be full and
final release and discharge of ▇▇▇▇ ▇. ▇▇▇▇▇, and his agents, employees,
sub-agents, heirs, executors, administrators, parents, subsidiaries, related
entities, successors and assigns, for any matter or thing dealt with in the
foregoing instrument; and that the same was executed by his without any threat,
force, fraud, duress, or representation of any kind by any person whomsoever;
and that the said ▇▇▇▇ ▇. ▇▇▇▇▇ at the time of the execution, was completely
sober, sane and capable of understanding the character of his acts and deeds and
was in complete charge of all of his faculties and capable of executing this
instrument and of understanding the significance of his acts.
GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 1st day of February, 2000.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Notary Public, State of Arizona
My commission expires:
October 14, 2002
----------------------
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 12
▇▇▇▇▇▇ SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, its President
STATE OF ARIZONA }
}
COUNTY OF MARICOPA }
BEFORE ME, the undersigned, a notary public in and for said county and
state, on this day personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇, President of ▇▇▇▇▇▇
Systems, Inc., known to me to be the person who executed the foregoing
instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed; that he executed the same as his free and
voluntary act and deed after having it fully explained to him, and having read
it fully, and after realizing the effect thereof to be full and final release
and discharge of ▇▇▇▇ ▇. ▇▇▇▇▇, and his agents, employees, sub-agents, heirs,
executors, administrators, parents, subsidiaries, related entities, successors
and assigns, for any matter or thing dealt with in the foregoing instrument; and
that the same was executed by his without any threat, force, fraud, duress, or
representation of any kind by any person whomsoever; and that the said ▇▇▇▇ ▇.
▇▇▇▇▇ at the time of the execution, was completely sober, sane and capable of
understanding the character of his acts and deeds and was in complete charge of
all of his faculties and capable of executing this instrument and of
understanding the significance of his acts.
GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 1st day of February, 2000.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Notary Public, State of Arizona
My commission expires:
October 14, 2002
----------------------
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 13
FRULLATI FRANCHISE SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
STATE OF ARIZONA }
)
COUNTY OF MARICOPA )
BEFORE ME, the undersigned, a notary public in and for said county and
state, on this day personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇, President of Frullati
Franchise Systems, Inc., known to me to be the person who executed the foregoing
instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed; that he executed the same as his free and
voluntary act and deed after having it fully explained to him, and having read
it fully, and that the same was executed by his without any threat, force,
fraud, duress, or representation of any kind by any person whomsoever; and that
the said ▇▇▇▇▇ ▇▇▇▇▇▇▇ at the time of the execution, was completely sober, sane
and capable of understanding the character of his acts and deeds and was in
complete charge of all of his faculties and capable of executing this instrument
and of understanding the significance of his acts.
GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 1st day of February, 2000.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Notary Public, State of Arizona
My commission expires:
October 14, 2002
----------------------
COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT PAGE 14
