Exhibit 10.7
AGREEMENT
This Agreement is made this 22nd day of June 2000, by and between Talk
Visual Retail Acquisitions, Inc. ("TVRAI"), a Florida corporation with its
principal business address at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000, and
Various Business Management ("VBM"), a New York corporation with its principal
business address at 000 Xxxx 000xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Whereas, VBM and/or its affiliates controls, leases, owns and/or
operates eleven (11) telephone call centers/money transfer establishments (the
"Stores") in the greater New York/New Jersey area, whose locations and lease
terms are listed on Exhibit A to this Agreement; and
Whereas, VBM represents that the total gross revenue from all eleven
telephone calls shops is equal to or greater than two million dollars
($2,000,000.00) annually, based on the gross revenue for the calendar year 1999
(the "presumed gross revenue"); and
Whereas, VBM represents that TVRAI may assume and/or be substituted for
VBM and/or its affiliates with respect to any and all leases or similar
agreements regarding the realty interests held by these stores for a period not
less than three (3) years; and
Whereas, TVRAI desires to acquire the rights to the leases to the
Stores and all of the physical assets contained in each Store, but specifically
is not purchasing the VBM corporation or acquiring any asset or liability of VBM
not associated with the enumerated leases and the physical assets exiting in
each store.
NOW, THEREFORE, the parties agree to the following:
1. Pursuant to the terms set out here below, TVRAI hereby acquires all systems,
physical assets and leases of VBM related to the eleven (11) telephone calls
shops/money transfer operations described above. TVRAI is not purcchasing
equities of any type from VBM, nor is TVRAI assuming any obligations, past,
present or future related to VBM or any of these Stores unless specifically
agreed. All obligations of VBM, which existed as of the date of this First
Closing described below, shall remain exclusively the obligation of VBM. All
obligations incurred by TVRAI after the date of the First Closing shall become
the exclusive obligation of TVRAI.
2. VBM certifies it has full rights, authorization, and power-of-attorney to
sell, transfer and dispose of the systems, assets, leases and any other elements
related to the business of VBM; and VBM agrees that no continuing obligations,
past obligations or future obligations, save those specifically agreed to by
TVRAI at First Closing, will be in any way, manner, shape or form the
obligations of TVRAI, and agrees to indemnify TVRAI for any claims brought
against TVRAI, whether or not such claims become litigated, where the claimant
asserts any claim arising out of a relationship with VBM arising prior to the
date of Final Closing. Satisfaction of this indemnity shall come from and be
limited to the stock of TVCP that is being delivered to VBM pursuant to this
Agreement.
3. TVRAI shall transfer to VBM the following consideration for the acquisition
of the Stores as described above:
3.1 A cash payment in the total amount of Three Hundred Fifty Thousand Dollars
($350,000.00) which shall be paid as set out below; and
3.2 Common stock of Talk Visual Corporation with a market value of Five Hundred
Fifty Thousand Dollars ($550,000) to be paid and calculated as set out below.
4. An initial Closing (the "First Closing") of the transaction is being held
today, June 26, 2000, at which time TVRAI is acquiring all systems, assets and
leases of VBM (including assignments from the original lessees of the Stores)
relating to the Stores. All documents relating to the purchase will be held in
escrow until the Final Closing referred to in Paragraph 7 hereof. At the First
Closing, TVRAI will pay VBM $50,000 by certified check or wire transfer. Up to
an additional $100,000 will be used by TVRAI and VBM to extinguish certain
obligations relating to the operation of some or all of the Stores, to ensure
that the landlords for the Stores will consent to the assignment of the leases
to TVRAI, and to provide that all of the leases for the Stores will have lease
terms of at lease three (3) years. VBM acknowledges that the landlords' consent
to the assignment of these leases and the minimum term of three years are each
material terms of this Agreement and that failure to secure any of the consents
or the minimum terms will result in a reduction of the purchase price as set
forth in paragraph 7 below.
5. In the two weeks following the First Closing, VBM will take whatever steps
are necessary to deliver to TVRAI leases that have the agreed upon lease terms
of no less than three (3) years and the consent of each of the landlords to the
assignment of the leases to TVRAI. Such consent shall be in the form attached
hereto as Exhibit "B."VBM agrees to cooperate in every regard with TVRAI in all
efforts to secure both the minimum terms for the leases and the landlords'
consents. All funds so used shall be issued by TVRAI check directly to the
creditor or lessor, unless expressly permitted, in writing, by TVRAI. In that
same time period, VBM shall make available to TVRAI all carrier xxxxxxxx and
money transfer records from the Stores so that TVRAI can conclude its due
diligence of the represented gross revenues for the calendar year 1999.
6. Immediately following the First Closing, TVRAI may take control of any or
all of the Stores in its sole discretion, and begin operations for and on behalf
of TVRAI. None of those operations shall be, in any way, considered to be the
operations of VBM or of any joint venture of VBM and Talk Visual.
7. A final Closing (the "Final Closing") will be held within ten (10) days
following the conclusion of the two week period described in paragraph 5, or
within ten (10) days of the fulfillment of the conditions of paragraph 5,
whichever is earlier. At that time VBM will deliver to TVRAI documents
sufficient to indicate that all of the leases for the Stores have terms of at
least three (3) years from the date of the First Closing together with consent
from each of the landlords for the assignment of these leases to TVRAI. At the
Final Closing, TVRAI will deliver a certified check in the amount of $200,000
payable to VBM, dated not later than thirty (30) days from the date of the Final
Closing; and, shares of stock registered on the books and records of TVCP as
owned by VBM, or its assignee, equal in value to $550,000. For purposes of
valuing the TVCP stock, the parties agree that the average closing stock price
for the ten (10) days previous to the First Closing will be used. At this point,
the documents and consideration will be released from escrow. VBM agrees that
when the stock transferred to it becomes eligible for sale in the public market,
it will not sell more than fifteen (15) percent of the shares it holds in any
one month and that the certificates it receives shall be denominated in those
allotments and stamped with a legend that conforms to this Agreement. In the
event that in any future acquisition or transaction similar to the transaction
herein, the recipient of any shares has a lesser restriction on the sale of
shares than that imposed here, then VBM's restriction shall be reduced to be
equal to that lesser restriction. Likewise, in the event a Tender is made for
the shares of TVCP, which Tender has been approved by the TVCP Board of
Directors, then VBM or its assignee may participate in such Tender without
regard for the limitations in this Agreement subject to any limitations imposed
by federal securities law. In the event that VBM is unable to obtain a lease for
any Store that is at least three years, the parties will negotiate a reduction
in the total purchase price of the Stores by mutual agreement. At that point,
the agreed upon consideration shall be paid to VBM and the documents passing
title to the stores shall be released from escrow to TVRAI.
8. It is understood by VBM and TVRAI that all obligations relating to the
Stores that arise or exist prior to the date of the First Closing remain the
obligation of VBM. Thereafter, all obligations incurred by TVRAI relating to the
Stores are for the sole account of TVRAI. It is expressly understood that the
operations of TVRAI are not a continuation of the business of VBM but the
operation of a new and distinct entity.
9. TVRAI and VBM each represent and warrant that they are duly incorporated and
authorized to do business in the states of their incorporation, that they are
fully authorized to enter into this Agreement, and that the person signing the
Agreement on their respective behalves has the power and authority to do so.
Each further represent that they know of no law, government regulation or
contractual obligation which would prevent them from entering into this
Agreement.
10. VBM agrees to indemnify TVRAI from any and all claims brought by third
parties against TVRAI arising out of the operation of the Stores prior to the
date of the First Closing. Should such claims be brought, VBM will defend
against such claims through counsel of its own choosing. This indemnification is
valid only if TVRAI notifies VBM of such claims within ten (10) days of the date
when the claim is made.
11. The laws of the State of Florida will govern this Agreement and all claims
arising out of it, without reference to its choice of laws provisions. The
parties agree that all disputes arising out of this Agreement shall be settled
by arbitration pursuant to the Commercial Rules of the American Arbitration
Association, and that any arbitration shall take place in Miami, Florida. Each
party shall bear its own costs of the arbitration unless otherwise decided by
the arbitrators.
12. Notices to the parties shall be deemed effective if mailed first class,
postage pre-paid to the following addresses:
If to TVRAI:
Talk Visual Retail Acquisitions, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxx
If to VBM:
Various Business Management
000 Xxxx 000xx Xxxxxx, 0xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx
13. The parties acknowledge that this Agreement is the entire Agreement between
TVRAI and VBM, and that there are no other oral or written agreements,
representations or warranties upon which they are relying in entering into this
Agreement.
TALK VISUAL RETAIL ACQUISITIONS, INC.
By: /s/ Xxxxxx Xxxxx
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President
VARIOUS BUSINESS MANAGEMENT
By: /s/ Xxxxxxxx Polanco_
--------------------
President
