CONTRACT OF SALE
AGREEMENT made November 9, 1999, between Xxxxxx Bertanatti and Xxxxxxx Xxxxxx,
Shareholders of Thirty Two Percent (32%) each respectively of Startcomm Corp., a
Florida corporation (the "Sellers) and Globaltron Communications Corporation, a
Delaware corporation (the "Purchaser").
Recitals
The Sellers are willing to sell to the Purchaser 3,200 common shares of
Startcomm Corp., a Florida corporation (the "Company"), which the Sellers now
own.
The Purchaser desires to purchase such shares at the prices and upon the terms
and conditions hereinafter provided.
It is therefore agreed:
1. Sale. Sellers have sold and the Purchaser has purchased 3,200 common
shares of Startcomm Corp. at the price of $200 per share, payable as
follows: a Promissory Note for Six Hundred Sixty Seven Thousand Dollars
($667,000 USD) payable to the order of International Investments
Communications Ltd. ("IIC") to relieve a like obligation of Sellers to
Bank Xxxxxx Bar (See, "Bank Xxxxxx Bar Loan Document"), receipt of
which is hereby acknowledged. Purchaser further agrees to pay as amount
equal to 66.67% of any and all quarterly interest charges for the
letter of credit personally guaranteed by a certificate of deposit that
initially funded the capitalization of Startcomm Corp. issued by IIC
due and payable for a period not to exceed six months (6) beginning
November 9, 1999 at which time Purchaser will either satisfy $667,000
of the debt by May 1, 2000 or renegotiate terms with the lender and
obtain the release of the Sellers and IIC from the obligations to Bank
Xxxxxx Bar. IIC will be responsible to pay an amount equal to 33.33% of
any and all quarterly interest charges due under the letter of credit.
Purchaser promises to pay its portion of the interest as described
heretofore directly to the order of Bank Xxxxxx Bar as evidenced by the
three separate loan transactions: Loan Numbers 766381 (as renewed),
766381 and 765622 (See, "Loan Payable Schedule"). All obligations under
this note owed to Bank Xxxxxx Bar, as guaranteed by IIC, shall begin on
November 9, 1999.
Purchaser guarantees payment of Three Hundred Fifty Thousand Dollars
($350,000 USD) for the outstanding Accounts Payable items for Startcomm
Corp. recognized at the time of closing of this agreement under the
following terms: (i) within one business week from date of closing, the
Purchaser will pay One Hundred Thousand Dollars ($100,000 USD) of
approved accounts payable; (ii) subsequent payments will be made in
30-day business cycles beginning in the month of December 1999 in the
amounts of: December 1999, $100,000; January 2000, $100,000; and
February 2000, $50,000; (iii) the Purchaser reserves the right to
accelerate payment schedule as its interests dictate. Funds will be
made available from corporate funds and/or operating profits; and, (iv)
the Purchaser intends to use its best efforts to negotiate with
creditors to reschedule, reduce, consolidate or forgive indebtedness.
2. Delivery of Shares. Simultaneously with the execution of this
agreement, the Seller has delivered to the Purchaser duly endorsed
certificates for all the shares sold to the Purchaser. These
certificates have been surrendered to the Company, and new certificates
have been issued in the name of the Purchaser. The new certificates
have been endorsed in blank by the Purchaser, and have been delivered
to the Purchaser in accordance with the terms of this agreement.
3. Voting. So long as the share certificates are held by the Purchaser,
and provided that the Purchaser does not default in the payment of any
of the promissory note referred to in paragraph 1, Purchaser shall have
the right to vote such shares for all purposes. If requested by the
Purchaser, the Seller shall execute and deliver to the Purchaser such
proxies and authorizations as are reasonably required to confirm the
voting rights of the Purchaser during the period.
4. Benefit. This agreement shall be binding upon and shall inure to the
benefit of the parties, their legal representatives, and assigns.
In witness whereof the parties have executed this agreement.
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxxx Xxxxxxxxxx (Seller) Xxxxxxx Xxxxxx (Seller)
/s/[illegible] /s/[illegible]
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Globaltron Communication Witness
Corporation (Purchaser)
