AGREEMENT
THIS AGREEMENT is dated as of November 7, 2001, between BlueStone
Capital Corp. ("BlueStone"), BlueStone Holding Corp., formerly known as
HealthStar Corp. ("BHC"), SSI Securities Corp., formerly Shochet Securities,
Inc. ("SSI"), Shochet Holding Corp. and Sands Brothers & Co., Ltd. ("Sands").
WHEREAS, the parties (other than Sands) entered into a purchase
agreement dated as of August 1, 2001, which was amended on August 31, 2001 (the
"August Agreement"); and
WHEREAS, BlueStone is entering into an agreement with Sands Brothers &
Co., Ltd. pursuant to which BlueStone will transfer (the "Transfer") the
Accounts (as defined in the August Agreement) to Sands (the "Sands Agreement");
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, intending to be legally bound hereby, the parties hereto do hereby
agree as follows:
1. Simultaneously with the Transfer, Sands will pay to SSI $250,000
(the "Sands Payment") payable by wire transfer.
2. Simultaneously with the Transfer, BlueStone will pay to SSI $64,000
(the "BlueStone Payment") by wire transfer, in full satisfaction of any amounts
due under Section 6.1 of the August Agreement.
3. Effective as of the Transfer, BlueStone and BHC shall have no
further obligations, and Sands shall have no obligations, under Sections 6.1, 10
and 11 of the Agreement.
4. SSI will sublease or assign (or cause to be subleased or assigned)
to Sands, all of SSI's right, title and interest under the leases identified as
the Xxxxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx and Tamarac leases set forth on
Schedule 5(a) to the August Agreement (the "Sands Leases"). Regardless of
whether any such sublease or assignment is allowed or effected by the lessor of
each property subject to the Sands Leases, Sands assumes SSI's obligation to pay
the monthly rental payments required under each Sands Lease, and will make such
payments directly to the lessor for the remaining terms of each such Sands
Lease. Sands shall indemnify SSI against all claims arising under the terms of
the Sands Leases on or after the date of the Transfer.
5. SSI and BlueStone agree that BlueStone was obligated to accept
sublease or assignment of the BlueStone Leases (defined below). SSI will
sublease or assign, or caused to be subleased or assigned to BlueStone all of
SSI's rights, title and interest under the leases identified as the Boca Raton,
Delray Beach and Weston on Schedule 5(a) to the August Agreement (the "BlueStone
Leases"). Regardless of whether any such sublease
or assignment is allowed or effected by the lessor of each property subject
to the BlueStone Leases, BlueStone assumes SSI's obligation to pay the
monthly rental payments required under each BlueStone Lease, and will make
such payments directly to the lessor for the remaining terms of each such
BlueStone Lease. BlueStone shall indemnify SSI against all claims arising
under the terms of the BlueStone Leases from August 31, 2001 onward.
6. Each of Sands and BlueStone, at their respective cost, shall fully
cooperate with SSI and its counsel in securing the necessary lessor consents and
documentation required to effect the actions contemplated in Sections 4 and 5
above.
7. This Agreement will become effective only upon SSI's receipt of the
Sands Payment and the BlueStone Payment. If the Sands Payment and the BlueStone
Payment are not received by SSI by the next business day following the date of
the Transfer, this Agreement will become automatically and immediately null and
void.
8. Except as expressly provided herein, the August Agreement shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
BLUESTONE CAPITAL CORP.
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Date: November 7, 2001
BLUESTONE HOLDING CORP.
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Date: November 7, 2001
SHOCHET SECURITIES, INC.
By: /s/ XXXXX XXXXXXXXX
---------------------------------
Name: Xxxxx Xxxxxxxxx
Date: November 7, 2001
SHOCHET HOLDING CORP.
By: /s/ XXXXX XXXXXXXXX
---------------------------------
Name: Xxxxx Xxxxxxxxx
Date: November 7, 2001
SANDS BROTHERS & CO., LTD.
By: /s/ XXXXXX X. XXXXX
---------------------------------
Name: Xxxxxx X. Xxxxx
Date: November 7, 2001
