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AGREEMENT
1. THE PARTIES
This Agreement is made between dezignCom Technology Ltd
("dezignCom") of 0xx Xxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxxxxxxx
Road, Xxxxxxxxxxx, Xxxxxx XX0 0XX, Group 15 ("Group 15") and The
Bloom Family.
Hereinafter known as "the Parties".
2. DEFINITIONS
TSS&P;
3. AGREEMENT
Whereas dezignCom Technology Ltd have Internet related sales
and marketing skills, resources, experience and management
expertise, GCSC require a new management team to take control of
GCSC and develop the necessary infrastructure and brands in
order that GCSC becomes a major global internet business. This
Agreement sets out the commercial terms to enable dezignCom to
be granted full executive management control of GCSC, thereby
empowering dezignCom to effect the necessary changes to the
GCSC business as may be required to achieve the business
rejuvenation.
4. DURATION AND COMMITMENT
It is the stated intention of dezignCom that it commits
wholeheartedly to this engagement and will bring to bear its
reasonable endeavours to achieve the desired transformation
of GCSC and expected results by taking the responsibility for
the management of GCSC. The Proposal (see Schedule 1) sets out
a clear action plan which details how the transformation will
take place, primarily resulting from activity over an initial
3-6 month period. Once the initial results have been achieved,
dezignCom will implement further enhancements and improvements
to the business on a timely basis. It is currently envisaged
that this entire business process will roll out over a 3-5 year
period.
5. ORGANISATION
dezignCom will appoint a new Board of Directors to manage the
affairs of GCSC (see Schedule 1 section 2.2). Over a period of
time, dezignCom reserve the right to appoint new Directors to
the Board who may or may not replace the Board Members
described in Schedule 1 section 2.2.
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6. CONSIDERATION
6.1 At the outset of this Agreement, The Bloom Family and Group 15
will transfer 10 (ten) million GCSC shares to the full
ownership of dezignCom, 5 (five) million of which will be from
the "144" issue and 5 (five) million of which will be from the
"504" issue.
6.2 DezignCom may dispose of these shares over a period of time,
the proceeds from which will be the consideration due to
dezignCom for undertaking this Agreement.
6.3 DezignCom will trade the shares in a responsible and careful
fashion so as not to fundamentally disrupt the GCSC business.
This refers also to section 1.1 of the attached schedule 1
6.4 The Bloom Family and Group 15 dispose of their major share
holding in GCSC (ie. 10 (ten) million shares) in return for
dezignCom undertaking all of the activities and efforts set
out in the Proposal (Schedule 1).
7. WORKING CAPITAL
In order to raise the required working capital to undertake
the Proposal (Schedule 1), dezignCom will dispose of up to 2
(two) million shares over the initial 6 month period. These
shares will be sold on a "drip feed" basis so as not to
depress the stock price. In the event that further working
capital be required after this initial period, a Rights Issue
may be proposed by the Board of GCSC and authorized by the
shareholders.
8. TRADING
GCSC, Group 15 and The Bloom Family confirm that;
8.1 GCSC currently owns and operates websites for the purpose of
the electronic trading of Formula I Ferrari, Benetton, and a
number of Formula 1 drivers branded official merchandise. They
also have contract(s) to sell branded Ferrari merchandise and
other merchandise terrestrially in the USA.
8.2 The merchandise is provided to GCSC and its customers by TSS&P
Ltd at concessionary wholesale prices.
8.3 TSS&P Ltd hold the licences from Formula 1 teams and drivers
to sell official Formula 1 merchandise. TSS&P in turn contract
Group 15 for specific merchandising rights. Group 15 in turn
contract with GCSC, currently this contract is the electronic
(via the GCSC websites) and terrestrial (in the USA) sale of
certain Formula 1 merchandise.
9. WARRANTIES - MR. J BLOOM, GROUP 15 AND CCSC
Mr. J Bloom, Group 15 and GCSC warrant the following:
9.1 There are no litigious actions or regulatory investigations
against GCSC either currently or known to be pending or likely
to arise.
9.2 There are no undertakings or court orders affecting GCSC.
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9.3 That any liabilities facing GCSC will be fully settled prior to
Completion (see Section 10) and that there are no known or
likely extraordinary liabilities which will be presented to
GCSC in the future.
9.4 That Group 15 reasonably expects all current merchandising
licences currently held by TSS&P will be renewed as and when
they expire in the future.
9.5 Group 15 reasonably expects to be awarded further contracts
from TSS&P in the future as a minimum to equate to those
currently in place.
9.6 That given 9.4 and 9.5 above, Group 15 will offer a new
contract to GCSC on the date of Completion (see Section 10)
which will as a minimum offer the same trading opportunities
including product ranges, product quality, product availability
and cost of goods.
9.7 That Group 15 and The Bloom Family know of no lawful
impediment which may prevent dezignCom from trading GCSC shares
to provide working capital for GCSC (either under English Law
or under the Law of the State of the United States that GCSC
is registered in or under SEC Rules).
10. WARRANTIES - DEZIGNCOM TECHNOLOGY LTD
10.1 The new Board of GCSC will warrant to undertake reasonable
endeavours to ensure that the shareholders of GCSC are not
adversely impacted by any actions either criminal,
irresponsible or irrational by any Director, Officer or
employee of GCSC.
10.2 In the remote event that dezignCom ceases trading then the
Principals of dezignCom warrant that they will carry out the
actions set out in this Agreement and the Proposal.
11. COMPLETION
dezignCom will commence with its duties and responsibilities
under this Agreement on a date to be agreed which will
coincide with the delivery of all of the following:
11.1 Transfer of the 10 (ten) million shares to the full ownership of
dezignCom.
11.2 Agreement of a new contract from Group 15 to GCSC.
11.3 Removal of the existing Board of Directors of GCSC.
11.4 Clearance of all existing liabilities attributable to GCSC.
12. GOVERNING LAW
This Agreement shall be subject at all times and in all
respects to the jurisdiction of English Law.
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The following persons, having full authority and empowerment to enter
into this Agreement on behalf of the Parties and fully agree to the
foregoing terms:
SIGNED ON BEHALF OF DEZIGNCOM TECHNOLOGY LTD
Signature: [SIG]
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Name: [SIG]
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Date: 9th November 1999
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SIGNED ON BEHALF OF GROUP 15 AND THE BLOOM FAMILY
Signature: /s/ Xxxx Xxxxx
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Name: XXXX XXXXX
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Date: 9th November 1999
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SIGNED ON BEHALF OF MR. J BLOOM
Signature:
Name:
Date:
