Exhibit 10.9
AGREEMENT
This Agreement is dated as of May 25, 2001, among Xxxxxxx X. Xxxxxxxxx
("Xxxxxxxxx"), Xxx Xxxxxx and Xxxxxxxx Xxxxxx (collectively, "Antrim"), South
Pacific Wholesale Printers, Inc., a Hawaii corporation ("SPWP"), and Business
Cards Tomorrow, Inc., a Florida corporation ("BCT").
WHEREAS, Xxxxxxxxx and Antrim each own 50% of the common stock of SPWP
(the "SPWP Stock"), and SPWP owns and operates BCT's franchised plant #3045,
based in Honolulu, Hawaii (the "Hawaii Plant"), pursuant to the franchise
agreement dated as of February 28, 1996, among Xxxxxxxxx, Antrim and BCT.
WHEREAS, as of this date, SPWP, Xxxxxxxxx and Antrim owe an aggregate
of $1,313,730.03 (the "Debt") to BCT as follows:
1. $320,240.95 principal plus $120,481.76 accrued interest,
for an aggregate of $440,722.71 pursuant to the $325,000 promissory
note issued by Antrim and Xxxxxxxxx to BCT on February 8, 1996, in
connection with their acquisition of the Hawaii Plant.
2. $100,560.04 principal plus $37,832.91 accrued interest,
for a total of $138,392.95, pursuant to the $108,008.51 promissory
note issued by Antrim and Xxxxxxxxx to BCT as of March 11, 1996, in
connection with their acquisition of the Hawaii Plant.
3. $20,000.00 principal plus $7,410.99 accrued interest, for
a total of $27,410.99, pursuant to the $20,000 promissory note dated
September 13, 1996, issued by Antrim and Xxxxxxxxx to BCT.
4. $25,000.00 principal plus $9,115.39 accrued interest, for
a total of $34,115.89, pursuant to the $25,000 promissory note dated
October 10, 1996, issued by Antrim and Xxxxxxxxx to BCT.
5. $20,000.00 principal plus $7,019.78 accrued interest, for
a total of $27,019.78, pursuant to the $20,000 promissory note dated
December 12, 1996, issued by Antrim and Xxxxxxxxx to BCT.
6. $131,137.12 for accrued royalties.
7. $321,553.36 for purchases of paper and other inventory.
8. $167,377.23 for advances to Antrim and Xxxxxxxxx.
9. $26,000.00 for other advances to SPWP.
WHEREAS, Antrim wishes to sell his interest in SPWP to BCT, and BCT
wishes to purchase same and Xxxxxxxxx is willing to consent to same, pursuant to
the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree that the foregoing recitals are
true and correct and further agree as follows:
1. Antrim hereby sells, assigns, conveys and delivers to BCT the 500
shares of SPWP common stock owned by Antrim (the "Antrim Stock"), free and clear
of all liens, claims and encumbrances. Immediately upon the execution of this
Agreement, Antrim shall deliver to BCT a certificate for the Antrim Stock duly
endorsed to BCT.
2. In consideration of the transfer of the Antrim Stock to BCT, BCT
hereby waives its right to collect accrued interest on the Debt and its right to
collect 50% of the principal amount of the Debt. Further, immediately upon the
execution of this Agreement, BCT shall execute and deliver to Antrim a general
release in the form attached hereto as Exhibit "A," and Antrim shall execute and
deliver to BCT a general release in the form attached as Exhibit "B."
3. Xxxxxxxxx shall remain liable for the $566,000 principal balance
of the Debt to BCT relating to the Hawaii Plant. The remaining Debt shall be
evidenced by a $566,000 promissory note to be executed by Xxxxxxxxx immediately
upon the execution of this Agreement in the form attached as Exhibit "C,"
providing for monthly payments of $____________, including principal and
interest, for five years at an interest rate of 8 %; provided, however, that
payments on the Note prior to maturity shall be due only to the extent of
Xxxxxxxxx'x 50% share of the net cash flow of SPWP (the "Renewal Note"). The
Renewal Note shall be due and payable in full on May 25, 2006. All of the
promissory notes described on page 1 of this Agreement shall be cancelled
immediately upon the execution of this Agreement.
4. BCT agrees to replace Antrim and be fully bound by the terms and
conditions of the Stock Subscription and Shareholders Agreement dated as of
February 23, 1996, among Antrim, Xxxxxxxxx and SPWP.
5. SPWP shall be managed by a two-member board of directors --- BCT's
designee and Xxxxxxxxx --- and by officers duly elected by the board of
directors.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
BUSINESS CARDS TOMORROW, INC.
By:_____________________________
SOUTH PACIFIC WHOLESALE PRINTERS, INC.
By:______________________________
_________________________________
Xxxxxxx X. Xxxxxxxxx
_________________________________
Xxx Xxxxxx
________________________________
Xxxxxxxx Xxxxxx
