GSBF AGREEMENT
The parties to this agreement are Xxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxx
Burnie, and Xxxxx Xxxxxxx. Collectively, all parties are referred to as the
"Agreed Parties" which includes their agents, assigns, controlled corporations,
attorneys, employees and independent contractors.
This is an amendment to the prior Settlement Agreement between the Agreed
Parties dated June 21, 2002. The prior Settlement Agreement, and each and every
term thereof, remains in effect. This amendment is providing additional terms to
the prior Settlement Agreement. In the event of a conflict or contradiction
between the Settlement Agreement and this amendment, the Settlement Agreement
shall control except with respect to paragraph 1 of the Settlement Agreement
which is hereby amended by this paragraph 1.
The Agreed Parties further agree as follows:
(1) The Agreed Parties shall obtain restricted shares in Direct Response
Financial Services, Inc. ("DRFL") as follows - Xxxx Burnie 500,000
shares and Xxxxx Xxxxxxx 500,000 shares. Xxx Xxxxx shall coordinate
with Mr. Burnie and Xx. Xxxxxxx the delivery of a Trust agreement
showing such shares and the disposition of such shares in the Trust
agreement. Both Mr. Burnie and Xx. Xxxxxxx agree to accept the
instructions on the disposition of such shares pursuant to the Trust
agreement. At this time the parties anticipate disposition of a
minimum of 5,000 shares per month by all other parties related to
this agreement.
(2) The Agreed Parties, individually and jointly, ratify and confirm all
prior stock issuances made by the Agreed Parties to themselves or to
their controlled entities, specifically including 8,000,000 shares
of restricted stock in GSBF which was issued in or about October,
2001, to each of the Agreed Parties for an aggregate amount of
32,000,000 shares. The shares shall be utilized in the same manner
as those described in paragraph #1 above. At this time the parties
anticipate disposition of a minimum of $5,000 per month by all the
parties related to this agreement.
(3) Xx. Xxxxxxxx agree he will deliver 100,0000 shares of "DRFL" to Xx.
Xxxxxxx provided there has been no business income paid to "GSBF"
from Direct Card Services as detailed in #5 of this Agreement.
(4) Xxx Xxxxx, or his controlled entities, shall deliver free trading
shares, without restriction, in DRFL as follows - Xxxx Burnie
100,000 shares and Xxxxx Xxxxxxx 130,000 shares. Xxx Xxxxx shall
coordinate with Mr. Burnie and Xx. Xxxxxxx the delivery of such
shares on or before #7 of this agreement takes place.
(5) Direct Card Services, LLC will transfer Twenty Percent (20%) of all
gross receipts revenues derivative of its account with the Nevada
Taxation and Revenue Department to GSBF for so long as "DCS"
receives income from this account (Xxxxx Xxxxxxxx is signing as
Managing Member for DCS to this Agreement). In addition, Direct Card
Services LLC will transfer Ten Percent (10%) of all gross receipts
revenues derivatives of its accounts with business income from all
sources for a period of (5) five years from the date of the first
payment. Xx. Xxxxxxxx will work with Mr. Burnie to provide
additional card processing revenue as appropriate and in accordance
with the existing agent contract between DCS and GSBF.
(6) All parties agree to work together to take GSBF to the NASD-OTCBB
Bulletin Board, Mr. Burnie and Xx. Xxxxxxxx will coordinate this
effort.
(7) Xx. Xxxxxxx will deliver all shares he is holding in "trust" in DRFL
to Xx. Xxxxx as soon as practicable. The delivery of such shares is
a condition to every term and condition in this amendment. Such
shares were identified by Xx. Xxxxxxx in a letter to Pacific Stock
Transfer Company.
The Agreed Parties agree that this Agreement is binding on themselves,
their agents, assigns, controlled corporations, and heirs. The Agreed Parties
further agree that the terms and conditions of this Agreement will remain
privileged and confidential. The Agreed Parties further agree that they have the
right and authority to enter into this Agreement and have been given the
opportunity to seek counsel before signing this Agreement.
Accordingly, this Agreement is executed and entered into this 22nd day of
May, 2003.
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxx Burnie
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Xxxx Burnie
