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EXHIBIT 10.56
INFINITY INVESTORS LIMITED
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JANUARY 29, 1997
Brassie Golf Corporation
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Fax: 813/▇▇▇-▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Re: Letter Agreement Concerning Redemption of Convertible
Debentures and Issuance of Warrants
Gentlemen:
Reference is hereby made to that certain Offshore Debenture Securities
Subscription Agreement dated March 18, 1996 (the "Infinity Subscription
Agreement") by and between Brassie Golf Corporation ("Brassie") and Infinity
Investors Limited ("Infinity"), pursuant to which Brassie issued to Infinity a
Debenture in the original principal amount of $1,250,000 convertible into shares
of common stock ("Common Stock") of Brassie (the "Infinity Debenture").
Reference is further hereby made to that certain Offshore Debenture Securities
Subscription Agreement dated March 18, 1996 (the "Conservative Growth
Subscription Agreement") by and between Brassie and Conservative Growth Advisors
Limited ("Conservative Growth"), pursuant to which Brassie issued to
Conservative Growth a Debenture in the original principal amount of $1,250,000
convertible into shares of Common Stock (the "Conservative Growth Debenture").
On June 20, 1996, in full compliance with the terms of the Conservative Growth
Subscription Agreement and Infinity Subscription Agreement, Infinity acquired
and is now the holder of the Conservative Growth Debenture (the Infinity
Debenture and Conservative Growth Debenture being collectively referred to
herein as the "Debentures"). The terms of the Infinity Subscription Agreement,
Conservative Growth Subscription Agreement and the Debentures were amended by
letter agreement dated September 5, 1996 between Infinity and Brassie (the
"Amendment Letter").
On December 19, 1996, Infinity delivered a Notice of Conversion
pursuant to the terms of the Debentures for $279,034 aggregate principal amount
of the Debentures (the "Conversion Notice"). Brassie failed to honor the
Conversion Notice, and Brassie and Infinity desire to set forth herein their
agreement in settlement thereof as follows:
1. All agreements herein shall be deemed to have occurred
simultaneously.
2. Brassie will arrange for the purchase by a purchase option assignee
of the shares of Common Stock subject to the Conversion Notice (plus accrued and
unpaid interest) for a price
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Brassie Golf Corporation
January 29, 1997
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of $364,242.59 (the "Conversion Amount"). The Conversion Amount shall be paid by
wire transfer to Infinity's account as set forth in Section 3 below. Infinity
and Brassie agree that as of the date hereof, $1,241,226 in principal of the
Debentures remains due and owing, together with $28,769.24 of accrued and unpaid
interest thereon (collectively, the "Debenture Balance").
3. Brassie hereby agrees that either Brassie or a third party shall
purchase the Debentures in consideration for the payment to Infinity of the
Debenture Balance, such payment to be made as of the date hereof by wire
transfer to the following account:
Citibank, N.A.
ABA 021 000 089
Credit: Bear ▇▇▇▇▇▇
Account No. ▇▇▇▇▇▇▇▇
Further Credit: Infinity Investors Limited
Account No. 102-05092
In addition, contemporaneous with the delivery of such sum, Brassie shall pay to
Infinity by wire transfer to the same account the sum of $7,500, representing
reimbursement (the "Expense Reimbursement") to Infinity for reasonable costs and
expenses of counsel associated with the disputes and lawsuit described in the
Amendment Letter. The sum of the Conversion Amount, the Debenture Balance and
the Expense Reimbursement being referred to as the "Payment Amount".
4. Brassie hereby agrees to execute and deliver as of the date hereof
four (4) separate Warrants granting Infinity the right to acquire 250,000 shares
of Common Stock of Brassie for each Warrant in the forms appended hereto (with
respective exercise prices of $0.75, $1.00, $1.25 and $1.50). Such Warrants
shall be delivered via Federal Express courier to Infinity, c/o the following
account:
Trident Trust Company (Cayman) Limited
One Capital Plaza
Grand Cayman
Cayman Island, BWI
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
5. Brassie currently holds the Debentures for Infinity. Upon delivery
from Infinity of written confirmation that it has received (i) the wire transfer
of the Payment Amount and (ii) the originally executed Warrants (the "Escrow
Termination Instruction Letter"), (i) Infinity shall execute an assignment
without recourse of all its rights and interests in the Debentures
("Assignment") to an assignee to be named by Brassie and deliver the same to
Brassie, and (ii) Brassie shall be entitled to retain the Debentures or transfer
the same pursuant to the Assignment.
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Brassie Golf Corporation
January 29, 1997
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To evidence your agreement with the foregoing, please countersign this
Letter Agreement in the space provided below. This Letter Agreement may be
executed in one or more counterparts and by facsimile signature.
Very truly yours,
INFINITY INVESTORS LIMITED
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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Title: Director
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ACKNOWLEDGED AND AGREED TO:
BRASSIE GOLF CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Secretary/Vice President
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Dated: Feb 5, 1997
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