AGREEMENT
Agreement, effective the last date executed below, between Xxxxxxx &
Company ("Xxxxxxx & Co.""); Xxxxxxx X. Xxxxxxx ("Xxxxxxx"); and EuroSoft
Corporation ("EuroSoft").
BACKGROUND
WHEREAS, EuroSoft is indebted to Xxxxxxx & Co. in the amount of
$272,367.89 for accounting services rendered and expenses related to such
accounting services ("Outstanding Xxxx") .
WHEREAS, Xxxxxxx is the principal of Xxxxxxx & Co.
WHEREAS, EuroSoft and Xxxxxxx & Co. desire to resolve and settle all
issues regarding the Outstanding Xxxx by issuing EuroSoft shares to Xxxxxxx as
set forth below.
WHEREAS, Xxxxxxx agrees to assume the position of sole officer and
director of EuroSoft from Xxxxxxx X. Xxxxxxx, who shall resign such positions.
NOW, THEREFORE, intending to be bound and in consideration of the
mutual covenants and promises contained herein, the parties agree as follows:
1. EuroSoft owes Xxxxxxx & Co. the sum of $272,367.89 for accounting
services rendered and expenses related to such accounting services
("Outstanding Xxxx"). The parties hereby agree to settle the
outstanding xxxx as follows: EuroSoft shall issue the following shares
of its common stock -- (i) 900,000 shares of common stock in the form
of S-8 common stock. Such common stock must be issued in the name of
Xxxxxxx only based on his position as the sole principal of Xxxxxxx &
Co. EuroSoft has previously filed an S-8 registration statement with
the SEC to register 2,500,000 shares. It has only issued 1,600,000 of
shares under the registration statement and has available 900,000
shares. The 900,000 shares shall be valued at $0.02 per share (the
current market price of EuroSoft's shares of common stock). Therefore,
the Outstanding Xxxx shall be reduced by $18,000; (ii) 24,100,000
shares of common stock restricted in accordance with Rule 144. Such
shares shall be valued at $0.01 per share (50% of the current market
price of EuroSoft's shares of common stock). Therefore, the
Outstanding Xxxx shall be reduced by $241,000; (iii) the remaining
$13,367.89 part of the Outstanding Xxxx shall remain a liability of
EuroSoft to Xxxxxxx & Co. until such time as EuroSoft increases its
authorized common stock above 50,000,000 shares. At such time,
EuroSoft shall have the option to either issue additional shares of
its common stock restricted in accordance with Rule 144 (valued at 50%
of the then current market price of EuroSoft's shares of its common
stock) or pay Xxxxxxx & Co. cash, if in its sole discretion, it has
sufficient cash to pay such amount.
2. Xxxxxxx X. Xxxxxxx is presently the sole officer and director of
EuroSoft. Upon execution of this agreement, Xx. Xxxxxxx shall
immediately resign such positions and Xxxxxxx agrees to assume such
positions. Additionally, Xxxxxxx agrees to change the address of
EuroSoft to his address, change all telephone numbers to a telephone
number established, maintained and answered by Xxxxxxx and undertake
any and all other actions to notify shareholders and the general
public about such change. This shall inlcude, but not be limited to,
Xxxxxxx responding to any and all inquiries of EuroSoft shareholders.
Xxxxxxx agrees to execute the release attached hereto as Exhibit A
releasing EuroSoft from any further obligations or liabilities
regarding EuroSoft.
3. Xxxxxxx & Co. and Xxxxxxx hereby agree to indemnify Xxxxxxx X. Xxxxxxx
and his representatives and agents (collectively, the "Indemnified
Parties") and hold each of them harmless from and against any
reasonably incurred loss, liability, claim, cost, damage or expense
(including, but not limited to, any and all expenses reasonably
incurred in investigating, preparing or defending any litigation or
proceeding, commenced or threatened, or any claim whatsoever) suffered
or incurred by any such Indemnified Parties to the extent arising from
claims related to EuroSoft that arise after Xx. Xxxxxxx'x resignation
as an officer or director of EuroSoft provided Xx. Xxxxxxx and the
Indemnified Parties have not taken any action to cause such loss,
liability, claim, cost, damage or expense.
4. The parties hereto agree that the terms and conditions of this
agreement shall be kept confidential between the parties and may not
be disclosed to any individual, association or other business entity,
except to such party's legal counsel and financial and tax advisors,
without the prior written consent of the non-disclosing party.
Notwithstanding same, the parties shall be permitted to disclose the
terms of this Agreement if required to disclose same for purposes of
any securities filings (federal or state), regulatory requirements or
the like.
5. All statements contained in this Agreement shall be deemed the
representations and warranties of the party making said statements.
The representations, warranties and covenants of the parties contained
in this Agreement or in any writing delivered pursuant to the
provisions of this Agreement shall survive the consummation of the
transactions contemplated hereby.
6. The parties hereto agree that to the extent any provisions of this
Agreement are held, found or deemed to be unenforceable, such
provision shall be modified by any court of competent jurisdiction to
the extent necessary in order that any such provision shall be legally
enforceable to the fullest extent
permitted by applicable law. If any provision of this Agreement shall
be held unenforceable to any extent, such provision (except to such
extent) and each of the other provisions hereof shall nevertheless
continue to be binding upon the parties in accordance with its terms.
7. In the event that a party hereto must resort to legal action in order
to enforce any provision of this Agreement or portion thereof, or must
defend such suit, the prevailing party shall be entitled to receive
reimbursement from the non- prevailing party for all reasonable
attorneys' fees and all other reasonable costs incurred in commencing
or defending such suit.
8. This Agreement and the release described in paragraph 2 herein embody
the entire understanding between the parties pertaining to the subject
matter hereof. Any prior agreement among the parties pertaining to the
subject matter hereof is superseded hereby. No amendment, waiver,
modification or other discharge of the terms of this Agreement shall
be valid unless made in writing, executed with the same formalities of
this Agreement, specifying such change, modification, waiver or
cancellation and signed by all parties.
9. A waiver at any time of compliance with any of the terms and
conditions of this Agreement shall not be deemed or construed a
modification, cancellation or waiver of those terms and conditions, or
as a further or continuing waiver of any such condition, or waiver of
any prior or subsequent breach of the terms and conditions of this
Agreement, unless expressly so stated in writing.
10. All references herein to any individual, corporation or other entity
used in this Agreement, and the pronouns and verbs corresponding
thereto, shall be construed in the masculine or the feminine, and/or
neuter, as the case may be; singular or plural, whichever construction
is consistent with the facts prevailing at any given time.
11. The parties hereto agree to execute any further instruments and shall
perform any acts which are or may become necessary to effectuate the
terms of this Agreement.
12. All notices required or permitted to be given hereunder shall be in
writing and delivered personally or by a recognized overnight courier
service at the addresses set forth by the parties. Any party may, by
notice, designate a new address for notices to it. A party's attorney
may send notice on such party's behalf. Notice shall also be given to
each party's respective attorneys.
13. This Agreement may be executed in several counterparts, and each
counterpart bearing the signature of all parties hereto shall be
deemed a
binding, original copy of this Agreement, and all of which shall be
considered one and the same agreement.
14. This Agreement shall be construed and interpreted in accordance with
the laws of the State of Florida, provided, however, that the
conflicts of law principles of the State of Florida shall not apply to
the extent they would operate to apply the laws of another state. The
parties acknowledge that because of the unique character of this
Agreement, the other party may be irreparably harmed in the event that
this Agreement is not specifically enforced. Accordingly, should any
dispute arise concerning this Agreement, either party may be entitled
to injunctive relief by a Court of Competent Jurisdiction. Such remedy
shall, however, be cumulative and not exclusive, and shall be in
addition to any other remedies which the parties may have.
15. The parties hereto acknowledge and agree that they have read this
Agreement in its entirety and that the terms hereof are fair, adequate
and just. The parties hereto acknowledge that they have had the right
and opportunity to review this Agreement and to have this Agreement
reviewed by independent legal counsel of their choice and their
signatures, affixed hereto, indicate their acceptance of the terms and
conditions hereof as their voluntary acts and deeds.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be executed individually, or by their respective officers, as the case may be,
hereunto duly authorized, and entered into as of the date first above written.
EUROSOFT CORP.
BY: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Senior Vice President
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
XXXXXXX & COMPANY
BY: /s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX