EXHIBIT 99.3
STOCK EXCHANGE AGREEMENT
WITH
COLLATERAL FUNDING COMMITMENT
Agreement made and entered in multiple parts on this 31
day of July, 2001 by and between Tru Dynamics International, Inc.
("TDII") of 0000 Xxxxx Xxxxxxxxxx Xxxx., Xxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxx 00000; Xxx and Xxxx Xxxxxxx of 0000 Xxxxx Xxxx Xxxxxxx,
Xxxxxxxx Xxxxxx, Xxxxxxx 00000 ("Piccolos") ; Xxx X. Xxxxxx of
00000 X. 000 Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 ("Xxxxxx");
Xxxxxxx Xxxxx Xxxxxx of 0000 X. Xxxxxxxxxx Xxxx., Xxxxx 000,
Xxxxxx Xxxxx, Xxxxxxxxxx 00000 ("Xxxxxx"); Xxx Xxxxxxx of 0000 X.
Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx 00000 ("Solomon"); Xxxx Xxxxxx of
000 X. Xxxxxx Xxxx Xx., Xxxxxxxxxx, Xxxx 00000 ("Faldmo"); Xxxxx
Xxxxxx of 0000 Xxxxxxxx Xxx, Xxxx Xxxx Xxxx, Xxxx 00000
("Gelwix"); and Xxxxxx Xxxx Xxxxxx of 000 X. 000 X., Xxxxxxxxxxx,
Xxxx 00000 ("Xxxxxx"). This Agreement is deemed to be made and
entered in Scottsdale, Arizona. Whenever all of the parties are
collectively referred to in this Agreement they may be designated
as the "Parties".
RECITALS
WHEREAS, Piccolos are desirous of exchanging the TDII shares
owned and held by them, being 2,271,920 shares or approximately
24.24% of the issued and outstanding shares of TDII, in exchange
for the transfer from TDII of all of the shares of Tru Dynamics,
Inc. (TDI), a wholly owned operating subsidiary;
WHEREAS, in addition to the exchange of shares described in
the preceding recital, Piccolos have agreed to pay Fifty Thousand
Dollars ($50,000) upon the closing of this transaction;
WHEREAS, TDII is willing, able and desirous to enter into
the share exchange upon the terms and conditions set-out in this
Agreement in order to facilitate the spin-off of its travel
related business in exchange for the acquisitions of all of its
issued and outstanding shares from the Piccolos;
WHEREAS, Xxx Xxxxxxx, effective immediately upon the close
of this transaction, shall resign as an officer and director of
TDII;
WHEREAS, this Agreement contains various provisions for
indemnification, assumption of debt and other matters pertaining
to the transactions which are necessary terms and provisions of
this Agreement as more particularly set-out below;
WHEREAS, collateral to the stock exchange and other
considerations, it is agreed and stipulated, as a necessary term
and condition of this Agreement, that the individual parties or
entitites designated as Murphy, Nelson, Solomon, Heiner, Faldmo,
and Gelwix have contributed collectively into an independent
escrow account the sum of Two Hundred and Twenty-Five Thousand
Dollars ($225,000) which will be released from escrow solely and
exclusively upon the execution and closing of this Agreement for
the purpose of providing collateral capital funding for the Tru
Wellness subsidiary of TDII to be evidenced by separate
subscription or loan agreements;
1
WHEREAS, the Piccolos further agree to the cancellation of
all stock rights, options or warrants of any nature or type in
TDII from the closing of this Agreement, the assumption of that
certain contract more fully described herein from Xxxx Xxxxxxxx,
as well as the termination of any distributorships or revenue
income interest in the Tru Wellness subsidiary, or any other
distribution or payment from TDII not specifically provided for
by this Agreement;
NOW THEREFORE, the parties mutually agree and covenant as
follow:
WITNESSETH
1.0 Consideration. This Agreement is fully and adequately
supported by the consideration of the share exchange described
herein; the additional cash consideration to be paid by Piccolos;
the assumption and assignment of liabilities; the independent
capital funding of the Tru Wellness subsidiary by third parties
to this Agreement; and, independently, by all other covenants and
obligations assumed or provided herein.
2.0 Principal Stock Exchange. Concurrently with the complete
execution of this Agreement, Piccolos shall irrevocably assign,
convey and deliver to the treasurer, or other designated
principal officer of TDII, 2,271,921 shares of the restricted
common stock of TDII, constituting all TDII shares held by
Piccolos and any related or affiliated parties, and being
approximately 24.24% of all issued and outstanding shares of
TDII, as a necessary term and consideration for this Agreement.
The shares shall be delivered in negotiable form and free and
clear of all encumbrances, liens or adverse claims of ownership.
The shares shall be fully negotiable, except for the standard
restrictive stock legend. In exchange there shall be delivered
in the name of Xxx Xxxxxxx and Xxxx Xxxxxxx, as joint tenants
with rights of survivorship, all of the Tru Dynamics, Inc. shares
currently held by TDII constituting 855,000 shares and being 100%
of all issued and outstanding shares of Tru Dynamics, Inc. Such
shares shall be delivered in negotiable form, except for the
standard restrictive stock legend and shall be free and clear of
all encumbrances, liens or any third party claims of ownerships
or rights and shall fully divest Tru Dynamics, Inc. as an
operating and owned subsidiary of TDII.
3.0 Additional Cash Consideration. As part of the share
exchange described by the preceding paragraphs, and fully
conditioned upon the execution and closing of this Agreement and
the tender of additional escrow proceeds to TDII, Piccolos agree
to have released from the escrow account the additional cash
consideration of Fifty Thousand Dollars ($50,000) to be payable
to the corporate account of TDII as additional and necessary
consideration for the aforedescribed share exchange.
4.0 Verification of Tru Dynamics, Inc. Assets and Liabilities.
As a necessary term and condition of this Agreement, there is
attached and incorporated to this stock exchange an Exhibit A
setting out all of the principal assets and liabilities of Tru
Dynamics, Inc. Piccolos, as evidenced by their signature below,
warrant and represent that the Exhibit A assets and liabilities
of Tru Dynamics, Inc. accurately, completely and truthfully set
forth the current financial status of Tru Dynamics, Inc. and
constitute all principal and significant assets and obligations.
All parties to this Agreement affirm and agree that the
representation of such financial assets, liabilities and status
of Tru Dynamics, Inc. is a necessary term and condition of this
Agreement and that any material omission from the Exhibit A
assets and liabilities shall constitute a material breach of this
Agreement and basis either for recission of this Agreement by
Tru Dynamics International, Inc. or for adjustment of the
purchase consideration by TDII to Piccolos.
2
5.0 Obligations Assumed by Piccolos. As a necessary term and
condition of this Agreement Piccolos, jointly and severally,
agree to the full assumption and discharge of the following debts
and obligations of Tru Dynamics International:
5.1 All current operating expenses, obligations and debts
of Tru Dynamics, Inc., as they currently exist, whether known or
unknown, through the date of this closing.
5.2 Specifically, and not in limitation of the foregoing
general undertaking, all presently unpaid payroll taxes asserted
against or owing by TDI. Piccolos agree to satisfy and discharge
those unpaid taxes in such manner that they may subsequently
negotiate with the Internal Revenue Service and any state taxing
authority including, but not limited to, any interest, penalties
or other costs related to the collection of such taxes. Piccolos
agree to move and work diligently to arrange for the discharge
and payment of those taxes so as not to constitute any
impairment, liens, or encumbrances being asserted as to the
operations or assets of TDII and will complete such discharge of
payroll tax obligations as soon as practical subsequent to the
execution of this Agreement.
5.3 Failure to act promptly to complete the discharge of
such federal and state payroll tax obligations and other debts or
the assertion of liens, general liens, or encumbrances against
TDII arising out of such payroll taxes, or other debts shall
constitute a material breach of this Agreement.
5.4 Piccolos additionally agree, jointly and severally, to
assume the presently outstanding contract with a Mr. Xxxx
Xxxxxxxx and to discharge such obligations as they may
subsequently negotiate and further agree to fully hold harmless
and indemnify TDII from any and all claims arising out of or
related to such contract and other debts and obligations.
5.5 Piccolos additionally agree, jointly and severally, to
indemnify TDII for any and all claims and damages brought by
holders of any of the debt, obligations, or other liabilities
assumed by the Piccolos from Tru Dynamics, Inc. pursuant to
Section 5 of this Agreement. This indemnification includes
indemnification for any attorney's fees or costs arising out of
or relating to any claims brought against TDII.
6.0 Specific Releases and Resignations.
6.1. Immediately upon the execution of this Agreement, Xxx
Xxxxxxx agrees that his resignation as a director and officer of
TDII shall be deemed effective and that he shall hold no further
office or position in TDII and shall not act in any way as an
advisor or consultant or in any position where he may exercise
influence or control as to such corporation.
6.2 Piccolos, and anyone acting under their direction,
authority or control, herewith agrees that all and any TDII stock
warrants, options or other stock rights held by the Piccolos are
herewith cancelled of record and that they shall not hereafter or
subsequently hold any TDII stock or stock rights, except as maybe
subsequently acquired in unrelated open market transactions.
6.3 Piccolos, and anyone acting under their direction,
authority or control, herewith agree to mutually rescind any and
all debts, obligations or amounts owing or which may be asserted
to be owing or outstanding to them by TDII; including, but not
limited to, any amounts which may be asserted for unpaid wages,
services or other compensation.
3
6.4 Piccolos, and anyone acting under their direction,
authority or control or any member of the Piccolo family agree to
forfeit any and all interest in any distribution rights or
interest in Tru Wellness or any other subsidiary or operating
division of TDII.
7.0 Collateral Funding Commitment. As a necessary term and
condition to the closing of this stock exchange, all parties
hereto agree that certain collateral funding will be paid to the
Tru Wellness USA subsidiary of TDII. The following amounts are
held in escrow by Xx. Xxxxxx X. Xxxxxx, Attorney at Law, in Salt
Lake City, Utah and are directed to be delivered from his trust
account to the Tru Wellness USA subsidiary Treasurer for deposit
into the operating account of such corporation upon the execution
of this Agreement constituting a closing of all of the terms and
conditions provided in this Agreement, except for the funds
deposited by Faldmo and Gelwix, which will only be released upon
satisfaction of the conditions set forth in the Instruction
Letter delivered to the escrow agent with their funds, which
instruction is attached as Exhibit B. The specific sums held in
escrow and to be transferred to the Tru Wellness USA account are
listed below and the parties responsible for the deposit and
discharge of such sums are listed as signatories to this
agreement who, by their signature to this Agreement, agree to the
closing of this Agreement and the tender by escrow of these funds
to the Tru Wellness USA subsidiary without reservation, charge or
interest, except for the funds deposited by Faldmo and Gelwix,
which will only be released upon satisfaction of the conditions
set forth in the Instruction Letter delivered to the escrow agent
with their funds that is attached as Exhibit B. The actual
subscription Agreement shall constitute a separate document.
Further, each of the undersigned escrow depositories agree to
fully hold harmless and release any and all claims against the
escrow by these instructions and upon the execution of this
Agreement which shall constitute an instruction for release of
funds from escrow as designated by this paragraph and closing of
such escrow. The specific depository account for Tru Wellness
USA as agreed to by all of the parties to this Agreement is:
Tru Wellness USA
Community Bank
Fountain Hills, Arizona
The following then constitute the third party capital
contributors to the this Agreement:
Name of Third Party TDII Shares
Capital Contributor Address Amount Issued
-------------------- -------------------------- ---------- -------
Xxx X. Xxxxxx 00000 X. 000 Xxxxxx $ 35,000 233,333
Xxxxxxxxxx, XX 00000
Xxxxxxx Xxxxx Xxxxxx 0000 X. Xxxxxxxxxx Xxxx., #000 $ 30,000 200,000
Xxxxxx Xxxxx, XX 00000
Xxx Xxxxxxx 0000 X. Xxxxxxxx Xxxx $ 10,000 66,667
Xxxxxxxxxx, XX 00000
Xxxx Xxxxxx 000 X. Xxxxxx Xxxx Xx. $ 25,000 Loan-Exhibit B
Xxxxxxxxxx, XX 00000
Xxxxx Xxxxxx 0000 Xxxxxxxx Xxx $ 25,000 Loan-Exhibit X
Xxxx Xxxx Xxxx, XX 00000
Xxxxxx Xxxx Xxxxxx 000 X. 000 X. $100,000 666,667
Xxxxxxxxxxx, XX 00000
4
In consideration for this contribution, the foregoing Treasury
stock will be issued to the contributors as stated above, with
the exception of Faldmo and Gelwix for whom such contribution is
a loan to be evidenced by a separate writing, with the treasury
stock being issued based on the closing market value on the 26th
of July, 2001.
8.0 Mutual Hold Harmless and Release Provisions. Except for
specific obligations, assumption and considerations described by
this Agreement, and the more general assumption of all standard
and customary assumption of operating debts, obligations and
contracts by Piccolos for TDI, it is mutually agreed and
covenanted between Piccolos, TDII and Tru Dynamics, Inc. that
each party shall hold harmless and mutually release each other
from any other debts, obligations, claims or charges arising out
of, or in any way related to, the operation and business of Tru
Dynamics International, Inc. and its subsidiaries: Tru Dynamics,
Tru Wellness and Tru Wellness of Korea. Provided, however, that
nothing contained in this paragraph shall release any prior
officer, director or agent of either TDII or any of its
subsidiaries from any claim or obligation which arose out of, or
may be subsequently proven to be based upon misfeasances in
office, self dealing, misappropriation or any other grossly
negligent or intential wrongful act committed by or arising out
of the discharge of an office within any of such corporations by
a prior officer or director, and including any claims arising out
of a contract entered for and on behalf of such corporate entity
by any officer or director and not disclosed to the board or
known to the board of directors of any such corporation.
9.0 Notice. Any notice or service which can or is required to
be given under this Agreement shall be given by either personal
delivery or certified return receipt mail to the parties at the
following respective addresses:
Tru Dynamics International, Inc.
Including all Subsidiaries
0000 Xxxxx Xxxxxxxxxx Xxxx., Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Tru Dynamics, Inc.
0000 Xxxxx Xxxxxxxxxx Xxxx., Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Capital Contributors
(At the address indicated by paragraph 7.0)
Xxx and Xxxx Xxxxxxx
0000 Xxxxx Xxxx Xxxxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx 00000
5
10.0 Closing. Except as otherwise provided herein, this
Agreement shall be deemed fully executed and closed and to be in
a full force effect upon the signature of each of the parties
hereto as designated below. The effective date being first above
written for this Agreement.
11.0 Restricted Securities. Each of the parties executing this
Agreement represents and state upon oath that they are
accredited investors and existing shareholders or optionholders
of TDII. In such capacity they are fully aware of and understand
the nature, limitations and risks of restricted securities, and
agree, and understand that all securities to be issued under this
Agreement, or the collateral investment in the Tru Wellness of
Korea subsidiary, shall constitute the issuance of restricted
securities to them. They are fully willing and able to receive
restricted securities, and understand the nature of such
securities, and have been provided all information and accounting
pertaining to the companies in which they are investing, and
waive any further disclosure or information as sophisticated
business investors and agree that they are engaging in an
isolated private placement transaction pertaining to such
securities.
12.0 Miscellaneous.
12.1 This Agreement shall be applied and construed to be
fully applicable to any successor, assign or heir of any party
hereto or inure to the benefit of any such successor party.
12.2 This Agreement shall be applied and construed in
accordance with Arizona law.
12.3 Any action which can or may be brought arising out of
this Agreement shall be brought within a court of general
jurisdiction within the State of Arizona.
12.4 This writing constitutes a fully integrated and final
agreement between all of the parties hereto and shall not be
modified by parole evidence and may only be amended by a written
amendment executed by the subject or affected parties to this
Agreement.
12.5 This Agreement shall be given reasonable interpretation
and application such that any void or voidable provision shall be
omitted and the balance of such contract applied so far as
possible. In like manner any error in grammar, syntax, spelling,
gender or other usage shall be given reasonable interpretation
and application as the contexts would require.
12.6 Any corporate entity executing this Agreement
represents that its undersigned principal officer has been duly
and fully authorized to enter into this Agreement by resolution
of its Board of Directors.
12.7 Should any action of law or equity be necessary to
enforce any term or provision of this Agreement, the prevailing
parties shall be entitled to reasonable costs of court and
attorney fees..
12.8 Time is of the essence of this Agreement.
12.9 The recitals shall be incorporated as a necessary term
of provision of this Agreement as they may be necessary to its
application or interpretation.
6
Dated the day and date first upon written.
Tru Dynamics International, Inc. Tru Dynamics, Inc.
By:/s/ Xxxxxx Xxxxxxx By:/s/ Xxxxx Xxxxxxx
------------------------------- ----------------------------
Xxxxxx Xxxxxxx Xxxxx Xxxxxxx
Director President
By: /s/ Xxx Xxxxxxx
-------------------------------
Xxx Xxxxxxx
By: /s/ Xxxx Xxxxxxx
__________________________
Xxxx Xxxxxxx
THIRD PARTY CAPITAL CONTRIBUTORS:
By: /s/ Xxx X. Xxxxxx By: /s/ Xxxxxx Xxxx Xxxxxx
------------------------------ -----------------------------
Xxx X. Xxxxxx Xxxxxx Xxxx Xxxxxx
By: /s/ Xxx Xxxxxxx By: Xxxxxxx Xxxxx Xxxxxx
------------------------------ ------------------------------
Xxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxx
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
------------------------------ -------------------------------
Xxxx Xxxxxx Xxxxx Xxxxxx
7
EXHIBIT A1
Assets
Piccolos agree that the following is a full and complete list of all
of the furniture and equipment of Tru Dynamics, Inc.
Description Acquired Value
Executive Chair 1,430
Cordless Headsets 2 772
Microphones/Mixerboard/Case
/Amph/Speakers 3,833
Video Camera Equipment 10,851
Camera 455
Tripod for Camera 329
Microphone 433
Speaker Cases 2,326
Lateral File 556
Microphone/Two-Way Radios 553
Mixer Board 785
Amph/Microphone/Speakers 2,137
CD Player 533
Recording Equipment 788
Custom made desk - Xxx Xxxxxxx 3,600
Side Chair maple Finish, Blk Vinyl 285
Desk Set for Graphics 000
Xxxx Xxxxxx - Xxxxx 000
00" Bookcase - kasbeer 298
2 Drawer Lateral (fire proof) 746
Custom Reception Desk w/glass
& mica/Tempe crane to setup 3,865
HP Laserjet printer w/network card 2,233
4 Computers 3,447
4 Dr 42' 4Dr Lateral desk 427
Home office - Xxx Xxxxxxx 4,431
47"xHx35"x12" bookcase Black metal (3) 321
Side Chair maple Finish, Blk Vinyl 285
Oval Racetrack Table Maple 439
2 2-drawer 36" lateral file 556
Workstations for customer Service 11,223
Wall Unit System 7,318
2 Drawer Filecabinets 283
2 Drawer Filecabinets 283
Miscellaneous Equipment 428
5 Headsets 267
5 Portable Radios 1,066
Projection TV 1,928
HP computer w/monitor 1,581
NEC Superscript 870 printer 375
3 Headsets 692
Docking stations for laptops 455
Parts for MIC's 648
Wireless remote for slide projector 290
Motorola Radio w/headset & charger 270
Motorola Radio w/headset & charger 270
Cordless headset 404
Video equipment 910
Receiver 814
Speaker 305
Analog Audio Reciever 305
Compact Disc Player 254
Speaker 356
Speaker 356
Sony Digital video 295
Sony VCR 177
Headphones 161
Powered Subwoofer 750
Miscellaneous audio accessories 205
Visitor chairs 543
Floor Shelves 910
Custom made coference table 12,500
12 leather executive chairs
for conference table 4,624
19" monitor 428
Custom computer desk 1,100
Sony Vaio notebook computer 2,325
1 Server 9,500
Dell Dimension s4100 series computer 1,468
Bed for Corporate Apartment 663
EXHIBIT A2
Liabilities
Piccolos agree to assume all liabilities of Tru Dynamics, Inc. including
but not limited to the following schedule of liabilities. Piccolos agree
to assume each and every obligation identified on this schedule.
This schedule includes some liabilities that are in the name of TDII and
that the parties agree should have been in the name of TDI and that the
Piccolos have agreed to assume.
Accounts Payable
Acordia of Arizona
Accountants on Call
AT&T
Airborne Express
Arizona Media Duplication
Arizona Republic
BOSS Manufacturing
Xxxxxxx Xxxxxxxxxxx
Xxxxx Industries
Capital One
Corporate Express
Denver Marriott Tech Center
Diamondback Voice Mail
Driver & Xxx
X. X. Dion, Inc.
Fischer, Patterson, Xxxxxx
Fiesta Americana
G&G Printers
Global Cassettes
Golden Mastermind Seminars
Xxxxxxx & Associates
H20 Rentals
Hilton Mesa Pavilion
Xxxx Xxxxxxxx Xx
Xxxxx Regency Acapulco
Xxxxxxxx, Xxxxxxx & Salmon
Xxxxxx.xxx
Kinko's
McBob's Photography
Mena House Xxxxxx Hotel
Xxxxxxx & Xxxxxxx
Xxxxxx Xxxxxxxx
Newstyle Media
O'Day Printing Corporation
OPACS
Office Team
Oracle Corporation
PaeTec Communications
Xxxx Xxxxxx Asociates, Inc.
Pitney Xxxxx
Promotora Caribe Cancun
Xxxxxxx & Xxxxx
Sheraton Salt Lake City Centre
Xxxx Business Systems
Southwest Employment
Specialty Technical Publishers
Sprint
Staples Credit Plan
Telsur, SA de CV
TRI Seminars, Inc.
Xxx Xxxxxx CPA
Ultimate Presentation Systems
Verio
Uniland Enterprises
West Wind Litho
Accrued Payroll Tax Liability
Accrued Associate Commissions
Promissory Notes
Xxxx Xxxxx Promissory Note dated June 30, 2000
Xxxx Xxxxxxx Promissory Note dated August 22, 2000
Xxxxx Xxxxxxx Promissory Note dated November 21, 2000
Promissory Note of October 10, 2000 to Vector One
Notes Payable PPOM 1999
Deferred Revenue
Customer Payments for Conference Experience Tickets
Agreements
Sysnet Web Settlement Agreement dated April 19, 2001
My Tax Man, Inc. Service Provider Contract dated January 1, 2001
Ikano Communications, Inc. Branded Internet Services Agreement
dated March 2000
Xxxxx Leasing Copier Lease dated February 22, 2000
Qwest Dedicated Internet Access Service Agreement dated May 31, 2001
XxxxXxxxx.Xxx Contract
BCI, Inc., Xxxxx Xxxxxx and Xxxx Xxxxxx Agreement dated
January 4, 2001 (TDII)
Entertainment Publishing Agreement dated May 2, 2000
Joint Purchase Agreement with Columbus Companies for Entertainment
Publishing purchases dated May 1, 2000 (TDII)
Humboldt Bank Merchant Bankcard Agreement dated May 2000
Innovative Merchant Solutions Merchant Bankcard Agreement
GST Telecom Arizona, Inc. Service Agreement
Xxxxxx-Xxxxxxxx, LLC Purchase Agreement and any and all Amendments(TDII)
X. Xxxx Xxxxxx Executive Employment Agreement and Amendments (TDII)
Xxxx Xxxxxxxx Executive Employment Agreement (TDII)
Xxxxx X. Xxxxxx Compensation Agreement (TDII)
Xxxxxx Xxxxxx Purchase Agreement dated March 30, 2001
Other Liabilities
1/2 July office rent
1/2 Employee health insurance through 7/1/2001 through 7/18/2001
Certain employee salaries and health insurance from 7/19/2001
through closing date as agreed
Piccolos have reviewed each and every liability on this schedule and
have had an opportunity to review with their counsel each and every
liability identified on this schedule. After review, the Piccolos
have agreed to assume each and every liability on this schedule including
each and every liability that is in the name of TDII and each and every
liability that is in name of TDI.
By: /s/ Xxxxx Xxxxxxx
------------------------------------ -------------------------------
Xxxxx Xxxxxxx Tru Dynamics International, Inc.
By: /s/ Xxxx Xxxxxxx
------------------------------------ -------------------------------
Xxxx Xxxxxxx
Stock Exchange Agreement with Collateral Funding Commitment
Exhibit B
----- Original Message -----
From: Xxxx Xxxxxx
To: xxxxx@xxxxxxxxx.xxx
Cc: Xxx Xxxxxxx
Sent: Friday, July 20, 2001 2:52 PM
Subject: Instructions for Tru Dynamics escrow account
This letter is to confirm our verbal conversation of today
that $50,000 is being wired to the Xxxxxx Xxxxxx Trust
Account for the purpose of being held in escrow until
stipulations have been met with respect to its disbursement
to Tru Dynamics International Inc.
Specifically, three provisions must be met for the money to
be released.
First, a definitive sale agreement must be executed between
Tru Dynamics International Inc. and Xxx Xxxxxxx regarding
his acquisition of Tru Dynamics Inc.
Second, Xxxxx Xxxxxx and Xxxx Xxxxxx must execute a security
agreement to their satisfaction between either Tru Dynamics
International Inc. or Xxxxxx Xxxxxx.
Third, an agreement be must reached regarding Columbus
Companies and the transferal of its ownership back to Xxxxx
Xxxxxx and Xxxx Xxxxxx.
As mentioned earlier, all three conditions must be met
before the $50,000 is dispersed from the trust. Further, it
is understood and agreed that at any time prior to the
disbursement (which cannot be done without the express prior
written approval and consent of Gelwix and Faldmo), Gelwix
and Faldmo will receive 100% of their funds back
unconditionally.
