EXHIBIT 10.3
AGREEMENT
AGREEMENT
For and in consideration of the forbearance by Alchemy Communications, Inc.
of payment of settlement amounts pursuant to the Stipulation for Judgment
executed by the parties to Superior Court of the State of California Case No.
BC269197, styled "Alchemy Communications, Inc. v. Etotalsource, Inc. and
Etotalsource, LLC; and Does 0-00", Xxxxxxx Xxxxxxxx, Xxxxx of California, the
Parties hereto, Alchemy Communications, Inc. ("Alchemy"), eTotal Source, Inc.,
and Premium Enterprises, Inc. ("Premium") hereby agree as follows:
1. eTotal Source, Inc. shall pay to Alchemy the sum of $50,000 by bank
draft or wire transfer on or before April 21, 2003;
2. eTotalSource, Inc. shall cause to be issued to Xxxx Xxxxxx Xxxxxxxxx,
30,000 shares of common stock of Premium Enterprises, Inc., a Colorado
corporation which is the public parent of eTotal Source, Inc. Such shares are to
be registered on Form S-8 with the Securities & Exchange Commission for the
services previously rendered to eTotal Source, Inc.
3. Alchemy agrees to forbear from pursuit of further collection/judgment
efforts in the above-mentioned case until April 21, 2003.
4. The shares of Premium Enterprises, Inc. shall be issued as fully paid
non-assessable shares, and Premium Enterprises, Inc. shall file the registration
for the shares under the Securities Act of 1933 on Form S-8 as soon as the
audits of eTotal Source, Inc. are completed.
5. Alchemy represents that it understands that:
The issuer, Premium Enterprises, Inc. has no history of profitable
operations, and must be considered a speculative stock. It further has no
significant price history.
6. The shares of Premium will be issued within 30 days hereafter in the
name of Xxxx Xxxxxx Xxxxxxxxx.
1
7. Xxxx Xxxxxx Xxxxxxxxx and Alchemy agree to accept the issuance of the
Form S-8 registered shares of Premium Enterprises, Inc. in four equal increments
within 30 days following the execution of this agreement, failing which
eTotalsource will be in default under this agreement, and Alchemy will submit
the Stipulation for Judgment in the amount of $81,565.61 to the Court for
execution and entry.
8. The signatories hereby warrant that they have full authority to sign
this agreement.
9. This agreement may be executed through the use of two or more
counterparts, each of which will be deemed an original, but all of which shall
constitute one and the same written instrument.
10. This Agreement shall be interpreted and governed by the laws of the
State of California to the extent such laws are not deemed preempted by federal
laws, and will be enforced pursuant to California law, and pursuant to the
California Rules of Court.
Dated: 3/19/03 Premium Enterprises, Inc.
by:/s/_____________________
Dated:_______________ Alchemy Communications, Inc.
by:_________________________
Dated: 3/19/03 eTotalSource, Inc.
by:/s/______________________
Dated: ______________ Xxxx Xxxxxx Xxxxxxxxx
by:_________________________
2
