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EXHIBIT 10.14
September 7, 2000
VIA HAND DELIVERY
Xxxxxxx Xxxxxx
Xxxxxx & Associates
0000 X. Xxxxx Xxxxxx, #000
Xxxxx, XX 00000
Dear Xxxxx:
This will confirm the terms of our recent agreement.
You have agreed to: (1) immediately, subject to the injunction entered
by the United States District Court for the Middle District of Florida, return
and transfer to United States Telecommunications, Inc. (the "Company") all of
the capital stock of the Company owned or controlled by you, Tel Com Plus, Inc.
("Plus"), Intercontinental Brokers, Ltd. ("Intercontinental") or any other
affiliate of yours, which shares you presently believe total 4,200,000 (the
"Stock"); (2) provide the Company and its attorneys with all information within
your knowledge relating to the involvement of Xxxxxx Xxxxx and other individuals
and entities in the planning and execution of the sale of units in the Tel Com
Plus Companies, including but not limited to the involvement of Xxxxxx Xxxxx or
others in the drafting, creation or formation of any related legal documents;
(3) provide the Company and its attorneys all information within your knowledge
relating to where the proceeds of any such sales of units of the Tel Com
Companies were transferred or are presently located; (4) represent and warrant
that you received no more funds than you were contractually entitled to pursuant
to the above-described transactions, and that your net worth is less than
$25,000.00 and thus you do not have the ability to return the funds you did
receive, either voluntarily or involuntarily; and (5) provide copies of all
documents in your possession relating to the issues described in sections (2)
and (3), above.
You hereby represent and warrant that you are authorized to execute and
deliver this Agreement on behalf of Plus and Intercontinental and are further
authorized to cause Plus and Intercontinental to perform their respective duties
and obligations under this Agreement. Moreover, you represent and warrant that
the Stock will be delivered, free and clear of any and all encumbrances (other
than any encumbrances arising from the injunction as described above) and that
the stock will be delivered with full legal power and authorization required by
law (except as restricted by the injunction) to transfer and deliver the Stock
in accordance with this Agreement. Finally, you represent and warrant that the
execution, delivery and performance of this Agreement will not conflict with,
violate, or result in a breach or default or the creation of any encumbrance
pursuant to any agreement, instrument, understanding, law, order, judgment or
decree to which you, Plus or Intercontinental is a party or by which any of your
assets or the assets of Plus and Intercontinental are bound, except for the SEC
injunction.
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Xxxxxxx Xxxxxx
September 7, 2000
Page 2
This will acknowledge that your return and transfer of the Stock to the
Company may be restricted by the injunction entered in the SEC action.
Accordingly, you have agreed to cooperate fully with the Company in obtaining
whatever relief is necessary from that injunction to effectuate the transfer,
and otherwise to take all steps and execute all documents the Company deems
reasonably necessary to effectuate the transfer. Should for any reason you not
be able to immediately transfer the Stock to the Company, you hereby agree that
you will not vote the Stock nor give any other third party the proxy right or
power of attorney to vote the Stock as long as the Release attached hereto is
binding and in effect.
In return, the Company agrees that it will release all claims it may
have against you, Plus, Intercontinental or Pasha Holdings subject to the terms
of the attached Release. The Company will also factually represent to the SEC
and the Florida Department of Banking and Finance your role in forming and
selling the securities of the Tel Com Companies and in forming and operating the
Company.
Finally, this will acknowledge that this Agreement will be signed by
myself, as President of the Company. I have spoken to a majority of the Board of
Directors of the Company confirming that this Agreement will be brought up for
ratification at the next scheduled board meeting and approved at that time.
If you are in agreement with the terms set forth above and of the
attached Release, please so indicate by counter-signing below.
Sincerely,
UNITED STATES
TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------
Xxxxxxx Xxxxxxx, President
RP/kd
Agreed and accepted this 7th
day of September 2000.
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Xxxxxxx Xxxxxx, Individually
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Xxxxxxx Xxxxxx
September 7, 2000
Page 3
Agreed and accepted this 7th
day of September 2000.
TEL COM PLUS, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx, President
Agreed and accepted this 7th
day of September 2000.
INTERCONTINENTAL BROKERS, LTD.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx, Nominee
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MUTUAL GENERAL RELEASE
UNITED STATES TELECOMMUNICATIONS, INC., a Florida corporation (the
"COMPANY"), XXXXXXX XXXXXX ("XXXXXX"), TEL COM PLUS, INC., a Nevada corporation
("PLUS") and INTERCONTINENTAL BROKERS, LTD., a Cayman Islands corporation
("INTERCONTINENTAL"), hereby release and forever discharge each other and their
respective directors and officers but solely in their capacities as such
directors and officers, of and from any and all actions, causes of action,
suits, debts, covenants, contracts, promises, obligations, liabilities, damages,
judgments, legal executions, claims or demands, in law or at equity, which any
party hereto ever had, now has or hereafter may have against any other party
hereto, arising out of or by reason of any matter, cause or event occurring on
or after January 1, 1996 through the date hereof;
ADDITIONALLY, the Company hereby releases and forever discharges Pasha
Holding Corporation ("PASHA") and its directors and officers but solely in their
capacities as such directors and officers, of and from any and all actions,
causes of action, suits, debts, covenants, contracts, promises, obligations,
liabilities, damages, judgments, legal executions, claims or demands, in law or
at equity, which the Company ever had, now has or hereafter may have against
Pasha, arising out of or by reason of any matter, cause or event occurring on or
after January 1, 1996 through the date hereof;
PROVIDED THAT, if any of the obligations undertaken or representations
made by Xxxxxx, Plus, Intercontinental or the Company pursuant to the terms of
that certain letter agreement, dated September _, 2000, by and between Xxxxxx,
on behalf of himself and each of Plus and Intercontinental, and the Company, are
not fully and timely performed, then this Release and all obligations thereunder
shall be deemed immediately void and of no further legal effect.
IN WITNESS WHEREOF, the parties have executed this Mutual General
Release on this 7th day of September, 2000.
United States Telecommunications, Inc,
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxx
---------------------------- -----------------------------------
Xxxxxxx Xxxxxx, Individually Xxxxxxx Xxxxxxx, President
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Intercontinental Brokers, Ltd. Tel Com Plus, Inc.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
----------------------- -------------------------
Xxxxxxx Xxxxxx, Nominee Xxxxxxx Xxxxxx, President
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized to take acknowledgments, personally appeared XXXXXXX XXXXXXX, to me
known to be the individual described in and who executed the foregoing
instrument in his capacity as President of UNITED STATES TELECOMMUNICATIONS,
INC., a Florida corporation, who acknowledged, under oath, that he executed the
same freely and voluntarily, pursuant to authority duly vested in him, for the
uses and purposes therein expressed.
SWORN TO and subscribed to before me this 7th day of September 2000.
/s/ Xxxxxxx Xxxxxxx
----------------------------
Notary Public
Notary Public, State of Florida Xxxxxxx Xxxxxxx
My Commission Expires: Jan. 19, 2000 ----------------------------
Comm. No. CC 802558 Print Name
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized to take acknowledgments, personally appeared XXXXXXX XXXXXX, to me
known to be the individual described in and who executed the foregoing
instrument, who acknowledged, under oath, that he executed the same freely and
voluntarily, pursuant to authority duly vested in him, for the uses and purposes
therein expressed.
SWORN TO and subscribed to before me this 7th day of September 2000.
/s/ Xxxxxxx Xxxxxxx
----------------------------
Notary Public
Notary Public, State of Florida Xxxxxxx Xxxxxxx
My Commission Expires: Jan. 19, 2003 ----------------------------
Comm. No. CC 802558 Print Name
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STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized to take acknowledgments, personally appeared XXXXXXX XXXXXX, to me
known to be the individual described in and who executed the foregoing
instrument in his capacity as President of TEL COM PLUS, INC., a Nevada
corporation, who acknowledged, under oath, that he executed the same freely and
voluntarily, pursuant to authority duly vested in him, for the uses and purposes
therein expressed.
SWORN TO and subscribed to before me this 7th day of September 2000.
/s/ Xxxxxxx Xxxxxxx
----------------------------
Notary Public
Notary Public, State of Florida Xxxxxxx Xxxxxxx
My Commission Expires: Jan. 19, 2003 ----------------------------
Comm. No. CC 802558 Print Name
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized to take acknowledgments, personally appeared XXXXXXX XXXXXX, to me
known to be the individual described in and who executed the foregoing
instrument in his capacity as President of INTERCONTINENTAL BROKERS, LTD., a
Cayman Islands corporation, who acknowledged, under oath, that he executed the
same freely and voluntarily, pursuant to authority duly vested in him, for the
uses and purposes therein expressed.
SWORN TO and subscribed to before me this 7th day of September 2000.
/s/ Xxxxxxx Xxxxxxx
----------------------------
Notary Public
Notary Public, State of Florida Xxxxxxx Xxxxxxx
My Commission Expires: Jan. 19, 2003 ----------------------------
Comm. No. CC 802558 Print Name
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