EXHIBIT 10.8
EXHIBIT 10.08
TRUSTEED SHAREHOLDERS CROSS-PURCHASE AGREEMENT
THIS TRUSTEED SHAREHOLDER CROSS PURCHASE AGREEMENT is made this 31st day
of January, 1998, by and among XXXX X. XXXXXXXXX, XXXXX X. XXXXXXX, (each being
a "SHAREHOLDER" and collectively the "SHAREHOLDERS"), XXXXXXXXX FAMILY TRUST
("XXXXXXXXX TRUST"), XXXXX XXXXXX XXXXXXX 1997 IRREVOCABLE EDUCATIONAL TRUST
("XXXXXXX TRUST") (each of the Trusts are collectively referred to as the
"TRUSTS"), EUROPEAN MICRO HOLDINGS, INC., a Nevada corporation (the "COMPANY")
and SUNTRUST BANK, NASHVILLE, N. A. As Trustee (the "TRUSTEE") with its
principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
(the "AGREEMENT").
WHEREAS, the Shareholders are presently active in the management of the
Company and own the following interests in it:
SHAREHOLDER NAME NUMBER OF SHARES PERCENTAGE OF TOTAL SHARES
---------------- ---------------- --------------------------
Xxxx X. Xxxxxxxxx 1,900,000 47.5%
Xxxxx X. Xxxxxxx 1,602,696 40.1%
Xxxxxxxxx Trust 100,000 2.5%
Xxxxxxx Trust 397,304 9.9%
WHEREAS, the Shareholders and the Trusts believe it to be in their best
interests and in the best interest of the Company to provide for continuity and
harmony in management, and,
WHEREAS, it is in the Shareholders and the Trusts best interests to vote
any and all beneficially held common shares of the Company (the "SHARES") in
concert, to provide for restrictions on the sale of Shares, to provide for the
purchasing of certain of the shares of a deceased Shareholder, and to provide
funds necessary for the purchase of such Shares.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which is acknowledged, the
parties agree as follows:
1. AGREEMENT. The Shareholders, Trusts, Company and Trustee agree to be
bound and to comply with all the terms and conditions of this Agreement as set
forth herein.
2. DEPOSIT OF SHARE CERTIFICATES WITH THE TRUSTEE. Upon the execution of
this Agreement, each of the Shareholders and the Trusts shall deposit with the
Trustee, all certificates representing Shares of the Company owned by them. In
addition, each of the Shareholders shall execute stock powers in blank with
respect to all Shares of the Company owned by each Shareholder and deliver such
stock powers to the Trustee.
3. RESTRICTION ON ENCUMBRANCE. No Shareholder or Trust shall encumber or
pledge his or its Shares of the Company without the prior written consent of all
the Shareholders.
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4. VOTING OF SHARES.
(a) VOTING OF SHARES BY THE SHAREHOLDERS. Each Shareholder agrees to
vote his Shares in concert on all matters submitted to a vote of shareholders of
the Company, specifically including without limitation the election of all
directors, so as to maintain continuity in the management of the Company for the
duration of this Agreement. In the event that either Shareholder cannot agree to
vote his Shares in concert with the other Shareholder, neither Shareholder shall
vote his Shares.
(b) VOTING OF SHARES BY THE TRUSTS. Each Trust agrees to vote its
Shares in concert on all matters submitted to a vote of the shareholders of the
Company, specifically including without limitation the election of all
directors, so as to maintain continuity in the management of the Company for the
duration of this Agreement. In the event that either Trust cannot agree to vote
its Shares in concert with the other Trust, neither Trust shall vote its Shares.
5. RESTRICTIONS ON SALE. No Shareholder or Trust shall sell, transfer, or
assign his or its Shares of the Company to any person, firm or corporation
without first receiving the written consent of the other Shareholder or
Shareholders, as the case may be, unless the Shareholder or Trust desiring to
make the sale, transfer, or assignment (hereinafter referred to as the "SELLER")
shall have first complied with the Offer to Sell provisions as hereinafter
described and such Offer to Sell shall not have been accepted. Any attempt to
sell, transfer, or assign Shares in contravention of the terms of this Agreement
shall be void and of no force or effect.
(a) OFFER TO SELL. The term "Offer to Sell" means a bona fide, written
offer to sell, transfer or assign Shares owned by a Shareholder or Trust. The
written offer shall state all pertinent details regarding the proposed sale,
transfer or assignment including the price and terms, shall identify the
prospective purchaser, transferee or assignee desiring to obtain an interest in
the Shares, and shall state the number of Shares involved.
(b) NOTICE TO COMPANY, SHAREHOLDERS AND TRUSTS. A copy of the Offer to
Sell shall be given to the Company, other Shareholder(s) and Trusts, and to the
Trustee.
(c) VOLUNTARY TRANSFER OF SHAREHOLDER SHARES.
(i) XXXXXXXXX SALE OF SHARES. In the event that Xxxx X. Xxxxxxxxx
receives an Offer to Sell Shares owned by him, then such Shares shall be first
offered to Xxxxx X. Xxxxxxx. Within thirty (30) days after receipt of such Offer
to sell, Xxxxx X. Xxxxxxx may at his option elect to purchase all of the Shares
proposed to be sold as set forth in the Offer to Sell and shall exercise his
option to purchase by giving written notice to Xxxx X. Xxxxxxxxx and the
Trustee. The notice shall specify a date for the closing of the purchase and
shall not be more than sixty (60) days after the date of giving such notice.
Payment terms shall be in accordance with paragraph (e). If Xxxx X. Xxxxxxxxx'x
Offer to Sell is not accepted by Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxxx may make a
bona fide sale, transfer or assignment as provided in the Offer to Sell. If Xxxx
X. Xxxxxxxxx shall fail to make such sale, transfer or assignment within thirty
(30)
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days following the expiration of the time provided above for the election
of Xxxxx X. Xxxxxxx, such Shares shall again become subject to all the
restrictions of this Agreement.
(ii) XXXXXXX SALE OF SHARES. In the event that Xxxxx X. Xxxxxxx
receives an Offer to Sell Shares owned by him, then such Shares shall be first
offered to Xxxx X. Xxxxxxxxx. Within thirty (30) days after receipt of such
Offer to sell, Xxxx X. Xxxxxxxxx may at his option elect to purchase all of the
Shares proposed to be sold as set forth in the Offer to Sell and shall exercise
his option to purchase by giving written notice to Xxxxx X. Xxxxxxx and the
Trustee. The notice shall specify a date for the closing of the purchase which
shall not be more than sixty (60) days after the date of giving such notice.
Payment terms shall be in accordance with paragraph (e). If Xxxxx X. Xxxxxxx'x
Offer to Sell is not accepted by Xxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxx may make a
bona fide sale, transfer or assignment as provided in the Offer to Sell. If
Xxxxx X. Xxxxxxx shall fail to make such sale, transfer or assignment within
thirty (30) days following the expiration of the time provided above for the
election of Xxxx X. Xxxxxxxxx, such Shares shall again become subject to all the
restrictions of this Agreement.
(d) TRANSFER OF TRUST SHARES.
(i) SHARES HELD BY THE XXXXXXXXX TRUST.
(1) XXXXXXXXX OPTION TO PURCHASE THE XXXXXXXXX TRUST SHARES.
In the event that the Xxxxxxxxx Trust receives an Offer to Sell Shares owned by
it, then such Shares shall be first offered to Xxxx X. Xxxxxxxxx. Within thirty
(30) days after receipt of such Offer to sell, Xxxx X. Xxxxxxxxx may at his
option elect to purchase all of the Shares proposed to be sold as set forth in
the Offer to Sell. Xxxx X. Xxxxxxxxx shall exercise his option to purchase by
giving written notice to the Xxxxxxxxx Trust and the Trustee. The notice shall
specify a date for the closing of the purchase which shall not be more than
sixty (60) days after the date of giving such notice.
(2) XXXXXXX OPTION TO PURCHASE THE XXXXXXXXX TRUST SHARES. In
the event Xxxx X. Xxxxxxxxx declines to exercise his option to purchase the
Shares of the Xxxxxxxxx Trust which are subject to the Offer to Sell, then the
Xxxxxxxxx Trust shall offer such Shares to Xxxxx X. Xxxxxxx for the same
purchase price as set forth in the Offer to Sell. Within thirty (30) days after
the receipt of such Offer to Sell, Xxxxx X. Xxxxxxx may at his option elect to
purchase all of the Shares proposed to be sold in the Offer to Sell. Xxxxx X.
Xxxxxxx shall exercise his option to purchase by giving written notice to the
Xxxxxxxxx Trust and the Trustee. The notice shall specify a date for the closing
of the purchase which shall not be more than sixty (60) days after the date of
giving such notice.
(3) BONA FIDE SALE, TRANSFER OR ASSIGNMENT. If the Offer to
Sell is neither accepted by Xxxx X. Xxxxxxxxx nor Xxxxx X. Xxxxxxx, the
Xxxxxxxxx Trust may make a bona fide sale, transfer or assignment as provided in
the Offer to Sell provided, however, if the Xxxxxxxxx Trust shall fail to make
such sale, transfer or assignment within thirty (30) days following the
expiration of the time provided above for the election by Xxxxx X. Xxxxxxx, all
such Shares shall again become subject to all of the restrictions of this
Agreement.
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(ii) SHARES HELD BY THE XXXXXXX TRUST.
(1) XXXXXXX OPTION TO PURCHASE THE XXXXXXX TRUST SHARES In the
event that the Xxxxxxx Trust receives an Offer to sell any Shares owned by it,
then such Shares shall be first offered to Xxxxx X. Xxxxxxx. Within thirty (30)
days after receipt of such Offer to sell, Xxxxx X. Xxxxxxx may at his option
elect to purchase all of the Shares proposed to be sold as set forth in the
Offer to Sell. Xxxxx X. Xxxxxxx shall exercise his option to purchase by giving
written notice to the Xxxxxxx Trust and the Trustee. The notice shall specify a
date for the closing of the purchase which shall not be more than sixty (60)
days after the date of giving such notice.
(2) XXXXXXXXX OPTION TO PURCHASE THE XXXXXXX TRUST SHARES. In
the event Xxxxx X. Xxxxxxx declines to exercise his option to purchase the
Shares of the Xxxxxxx Trust which are subject to the Offer to Sell, then the
Xxxxxxx Trust shall offer such Shares to Xxxx X. Xxxxxxxxx for the same purchase
price as set forth in the Offer to Sell. Within thirty (30) days after the
receipt of such Offer to Sell, Xxxx X. Xxxxxxxxx may at his option elect to
purchase all of the Shares proposed to be sold in the Offer to Sell. Xxxx X.
Xxxxxxxxx shall exercise his option to purchase by giving written notice to the
Xxxxxxx Trust and the Trustee. The notice shall specify a date for the closing
of the purchase which shall not be more than sixty (60) days after the date of
giving such notice.
(3) BONA FIDE SALE, TRANSFER OR Assignment. If the Offer to
Sell is neither accepted by Xxxxx X. Xxxxxxx nor Xxxx X. Xxxxxxxxx, the Xxxxxxx
Trust may make a bona fide sales transfer or assignment as provided in the Offer
to Sell provided, however, if the Xxxxxxx Trust shall fail to make such sale,
transfer or assignment within thirty (30) days following the expiration of the
time provided above for the election by Xxxx X. Xxxxxxxxx, all such Shares shall
again become subject to all of the restrictions of this Agreement.
(e) CLOSING OF PURCHASE. If any Shareholder elects to purchase
Shares under the provisions of paragraphs (a)-(d), then the closing of the
purchase shall take place within sixty (60) days after acceptance of the Offer
to Sell at the principal office of the Company (or at such other location agreed
to by the Shareholders) and the purchase price shall be paid by the payment of
twenty percent (20%) in cash at closing and by delivery of a promissory note for
the balance payable in twelve (12) equal monthly installments of principal and
interest commencing one month after the closing. The promissory note shall bear
interest at the rate of ten percent (10%) per annum from the date of closing and
shall be in the form of EXHIBIT A ("EXHIBIT A") hereto. The indebtedness
evidenced by the said promissory note shall be secured by a lien against the
Shares being purchased, with said lien to terminate at such time as the said
promissory note is paid in full. Such Shares shall be held by the Trustee until
such time as the promissory note is paid in full.
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(f) PURCHASE AND SALE OF SHARES UPON DEATH OF A SHAREHOLDER. The
following terms and conditions shall govern in the event of the death of a
Shareholder:
(i) Upon the death of Xxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxx shall
purchase and the personal representative of Xxxx X. Xxxxxxxxx shall sell to
Xxxxx X. Xxxxxxx, one million (1,000,000) Shares for a purchase price of Two
Million Dollars (US$2,000,000).
(ii) Upon the death of Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxxx shall
purchase and the personal representative of Xxxxx X. Xxxxxxx shall sell to Xxxx
X. Xxxxxxxxx, one million (1,000,000) Shares for a purchase price of Two Million
Dollars (US$2,000,000).
6. TRUSTEE DUTIES ON DEATH OF A SHAREHOLDER. The Trustee accepts and
agrees to safeguard the certificates of Shares, all insurance policies purchased
for purposes of this Agreement, an original copy of this Agreement and any
amendments thereto, and any other policies or documents which hereafter may be
incorporated into this Agreement.
Upon the death of a Shareholder, the Trustee shall:
(a) Collect the proceeds of the policies insuring the deceased
Shareholder. The Trustee shall not be obligated to commence any action to
recover proceeds unless it is indemnified in advance by the remaining
Shareholder;
(b) (b) Give notice of the amount of proceeds received to the surviving
Shareholder and to the personal representative of the deceased Shareholder;
(c) Upon receipt of the insurance proceeds and the qualification of the
personal representative, pay to such personal representative the Purchase Price
of Two Million Dollars ($2,000,000). Any remaining proceeds under a policy shall
be paid to the surviving Shareholder who purchased and paid the premiums on such
policy;
(d) At the time the personal representative of the deceased Shareholder
is paid the insurance proceeds under paragraph (c) above, the Trustee shall
lawfully transfer to the surviving Shareholder a valid Company stock certificate
representing one million (1,000,000) Shares previously owned by the deceased
Shareholder.
(e) The Trustee shall deliver all remaining Shares to each of the
respective parties to this Agreement (including the personal representative of
the deceased Shareholder) and this Agreement shall terminate.
7. LIFE INSURANCE.
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(a) For purposes of this Agreement, life insurance has been purchased
in the amount of Two Million Dollars ($2,000,000) and is owned by each
Shareholder on the life of the other Shareholder as is reflected in the life
insurance schedule attached hereto as EXHIBIT B ("EXHIBIT B"). Exhibit B shall
be amended and updated from time to time as is needed to accurately reflect the
insurance coverage in effect. Each Shareholder shall designate the Trustee as
beneficiary of all policies and such policies shall be held by the Trustee for
purposes of this Agreement. This Agreement shall extend to and include any
additional policies procured hereunder and they shall be set forth on such
Exhibit B.
(b) Each Shareholder shall be individually be responsible for payment
of the premiums on the policies owned by him. The Trustee shall be under no
obligation to make any premium payments on any such life insurance policies. If
a Shareholder should fail to pay his portion of any premium within twenty five
(25) days after the due date, the Shareholder on whom the policy is issued may
pay such premium. The Trustee shall promptly notify the Shareholders of the
receipt of any notice of non-payment, termination, cancellation or modification
of any insurance policies, but in no event shall the Trustee be held liable if
an insurance policy lapses.
8. TRUSTEE'S COMPENSATION AND SUCCESSION.
(a) The Trustee shall be paid an annual fee while this Agreement is in
force. The Trustee reserves the right to adjust the annual fee, but no such
adjustment shall become effective sooner than one year after notice has been
given to all parties to this Agreement but the Trustee shall have the right to
change an extraordinary fee based upon the current fee schedule upon the death
of one of the insured parties and upon the voluntary transfer of Shareholder's
share based upon this Agreement. All Trustee fees shall be paid by the
Shareholders.
(b) By mutual written agreement, the Shareholders may remove the
Trustee and appoint a successor corporate trustee ("CORPORATE TRUSTEE") by
giving written notice to the Trustee.
(c) In the event the Trustee resigns or is removed, it shall deliver to
the successor Corporate Trustee all share certificates, policies, and documents
held in its possession, but no Trustee's resignation shall be effective until
thirty (30) days after the Shareholders receive written notice thereof.
9. ENDORSEMENT OF SHARE CERTIFICATES. The Shares of stock of the Company
authorized and issued to the Shareholders and Trusts shall be endorsed with the
following:
(a) "NOTICE IS HEREBY GIVEN THAT THE SALE, ASSIGNMENT, TRANSFER,
PLEDGE, OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A SHAREHOLDERS AGREEMENT DATED JANUARY 31, 1998 MADE BY AND AMONG THE
SHAREHOLDERS, CERTAIN TRUSTS AND THE COMPANY, A COPY OF WHICH AGREEMENT IS ON
FILE IN THE OFFICE OF THE COMPANY."
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(b) The endorsement referenced in paragraph (a) above is deemed to
refer to this Agreement and any amendments thereto.
(c) The certificates so endorsed shall be delivered to the Trustee to
be held by it or its successor subject to the terms and conditions of this
Agreement.
10. DEBT/LOSSES. The Shareholders agree that to the extent either of them
suffers any loss in relation to loans or credit given to the Company or
guarantees on security given for the benefit of the Company, they shall make
contributions, one to the other, to equalize on a pro-rata basis the losses
among the Shareholders. The Shareholders also agree that to the extent that the
Company, in its ordinary course of business, becomes indebted to any
Shareholder, to American Surgical Supply Corp. of Florida, d/b/a American Micro
Computer Center (partially owned by Xxxx X. Xxxxxxxxx) or Technology Express,
Inc. (owned by Xxxxx X. Xxxxxxx) upon liquidation of the Company or upon the
Company ceasing to do business, each Shareholder shall make contributions to the
other Shareholder, to American Surgical Supply Corp. of Florida d/b/a American
Micro Computer Center, or to Technology Express, Inc. as is necessary to
equalize the amount of debt the Company has with regard to a Shareholder,
American Surgical Supply Corp. of Florida, d/b/a American Micro Computer Center,
or Technology Express, Inc.
11. NOTICES. Any and all notices, designations, consents, offers,
acceptances, or any other communication provided for herein shall be given in
writing by certified mail, which shall be addressed to the following addressees
until such time as a different address has been designated in writing sent to
the other parties:
IF TO XXXX X. XXXXXXXXX: IF TO XXXXX X. XXXXXXX:
Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxx
American Micro Computer Technology Express, Inc.
Center 000 Xxxxx Xxxxxx, Xxxxx
0000 XX 000xx Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxxxxx 00000
C-25
Xxxxx, Xxxxxxx 00000
IF TO THE TRUSTEE: IF TO XXXXXXX TRUST:
SunTrust Bank,Nashville, Xxxxxx X. True, Co-Trustee
N.A. Summit Financial Group
X.X. Xxx 000000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx Xxxxx 0000
37230-5110 000 Xxxxxxxx Xxxxxx
Attn: Xxx Xxxxx, V.P. and Xxxxxxxxx, Xxxxxxxxx 00000
Trust Officer
IF TO XXXXXXXXX TRUST:
c/o Xxxxxx X. Xxxxxxx, as Trustee
0000 X Xxxxx Xxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
12. TERMINATION OF AGREEMENT. This Agreement shall terminate upon:
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(a) The written agreement of all of the Shareholders;
(b) The bankruptcy, receivership, or dissolution of the Company;
(c) The death of a Shareholder and the completion of the purchase and
sale set forth in Sections 5 and 6 hereof.
13. AMENDMENT OF AGREEMENT. This Agreement may be altered, amended, or
modified at any time by written agreement signed by all of the Shareholders and
the Trustees of the Trusts.
14. AGREEMENT TO BE BOUND. This Agreement shall be binding not only upon
the parties hereto but also upon their heirs, personal representatives,
trustees, successors and assigns, and the parties hereto agree for themselves
and their heirs, personal representatives, trustees, successors and assigns to
execute any instruments in writing which may be necessary or proper in carrying
out the purposes of this Agreement.
15. SPECIFIC PERFORMANCE. If any party is required and fails to give
notice, sell Shares, transfer Shares, close a sale or take any other action set
forth pursuant to this Agreement and, in such event, if the failure continues
for thirty (30) days after written notice of such default is provided to the
defaulting party by any Shareholder, any Shareholder of the Company may then
initiate and maintain a proceeding to compel the specific performance of this
Agreement by the defaulting party, and the successful party or parties shall be
entitled to all court costs, including reasonable trial and appellate attorney's
fees incurred in such proceeding.
16. MISCELLANEOUS PROVISIONS. This Agreement shall be governed by the laws
of the State of Florida, USA and contains the entire agreement of the parties
hereto. The headings used throughout this Agreement are for convenience only and
have no significance in the interpretation of the body of this Agreement and the
parties hereto agree that they are to be disregarded in construing the
provisions of this Agreement. All references made herein to plural or singular
or to masculine or feminine or neuter gender shall be deemed interchangeable as
the context requires.
17. TERMS. The term "personal representative" shall include the terms
"executor" and "executrix"; the term "Articles of Incorporation" shall include
the term "Articles of Association"; the term "Shareholders" shall include the
term "Stockholders"; and the term "Company" shall include the term
"Corporation."
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized officers, the Shareholders have hereunto set their hands and
seals the day and year first above written, and the Trustee has caused this
Agreement to be signed by its duly authorized officer.
EUROPEAN MICRO HOLDINGS, INC. SHAREHOLDERS
(SEAL)
By: /s/ XXXX X. XXXXXXXXX By: /s/ XXXX X. XXXXXXXXX
--------------------- ---------------------
XXXX X. XXXXXXXXX, XXXX X. XXXXXXXXX,
Co-Chairman individually
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXXXX
-------------------- -----------------------
XXXXX X. XXXXXXX, Co-Chairman XXXXX X. XXXXXXX, individually
XXXXXXXXX FAMILY TRUST
By: /s/ XXXXXX X. XXXXXXX
---------------------
XXXXXX X. XXXXXXX, Trustee
XXXXX XXXXXX XXXXXXX 1997 SUNTRUST BANK, NASHVILLE, N. A.
IRREVOCABLE EDUCATIONAL TRUST AS TRUSTEE
AGREEMENT
By: /s/ XXXXXX XXXXX
----------------------
By: /s/ XXXXXX X. TRUE XXXXXX XXXXX, Vice President
---------------------- and Trust Officer
XXXXXX X. TRUE, Co-Trustee
By: /s/ XXXXXX X. XXXXXXXX
----------------------
XXXXXX X. XXXXXXXX, Co-Trustee
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EXHIBIT "A"
PROMISSORY NOTE
U.S. $______________ _______________, 199_
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
________________________ ____ the principal sum of _______________ and /100 U.S.
Dollars (U.S. $_________________ ), together with interest from ______________,
19___ at the rate of ten per cent (10%) simple interest per annum until
maturity, said principal and interest being payable as follows:
Principal and interest in the sum of $__________shall be due and
payable on _____________, 19_ and on the 1st day of each succeeding
month thereafter, until paid in full.
This note is prepayable in whole or in part without penalty.
If this note or any installment of principal or interest as set forth
above be not promptly and fully paid within 15 days of the date it is due, then,
at the option of the holder, this note shall be accelerated without notice to
the maker, and the then unpaid principal balance and accrued interest shall
become due and payable forthwith and said unpaid principal balance and accrued
interest shall bear interest at the hereafter specified deferred rate.
The maker waives demand, protest, and notice of maturity, non-payment or
protest and all requirements necessary to hold him liable as maker.
The maker further agrees to pay all costs of collection, including a
reasonable attorney's fee in case the principal of this note or any payment on
the principal or any interest thereon is not paid at the respective maturity
thereof, or in case it becomes necessary to protect the security hereof, whether
suit be brought or not.
Any past due principal and interest payments shall bear interest at the
rate of 18 per cent per annum from their respective maturities until paid.
This note is to be construed and enforced according to the laws of the
State of Florida, USA.
--------------------------------
EXHIBIT "B"
LIFE INSURANCE SCHEDULE
OWNER- BENEFICIARY INSURER POLICY FACE
SHAREHOLDER NUMBER AMOUNT
INSURED
----------- -------------- -------------------- ------------ -------------
Xxxx X. Third National General American No. 3287949 US $ 500,000
Xxxxxxxxx Bank in Lincoln Benefit Life No. 559635 US $1,000,000
on the Nashville Phoenix Home Life No. 11121616 US 500,000
life of -------------
Xxxxx X. US $2,000,000
Xxxxxxx
-------------------------------------------------------------------------------
Xxxxx X. Third National General American No. 3287948 US $ 500,000
Xxxxxxx on Bank in Lincoln Benefit Life No. 559634 US $1,000,000
the life of Nashville Phoenix Home Life No. 11121582 US $ 500,000
life of -------------
Xxxx US $2,000,000
Xxxxxxxxx
