EXHIBIT 99.1
AGREEMENT
This agreement entered into this 10th day of July, 2001, by and between
the undersigned parties as representatives for the "Ghauri brothers" on the
one hand and the "NetSol shareholder group" on the other hand, as and for the
interim management of NetSol International, Inc. (hereinafter referred to as
"NetSol").
Whereas, as a result of a contest for control of the management and
operations of NetSol, the Xxxxxxxxx Xxxxx X. Xxxxx, Judge in the Eighth
Judicial District Court of the State of Nevada, has issued an order
appointing Xxxxxx X. Xxxxxx (hereinafter referred to as "receiver") as
receiver for NetSol, all of its subsidiaries and affiliates.
Whereas, the parties have agreed that it is in NetSol's best interest to
enter into an interim management agreement in an effort to create stability
for NetSol, its subsidiaries, affiliates, shareholders, creditors and
customers.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOW:
1. That commencing on July 11, 2001, subject to the continuing control
and supervision of the receiver, the following individuals shall
serve as officers:
A. Xxxxx Xxxxxxxx -- Chief Executive Officer
B. Xxxxx Xxxxxx -- President
2. That the following individuals shall receive all earned, yet unpaid
employment compensation:
A. Xxxxx Xxxxxx;
B. Xxxxxx Xxxxxx;
C. Xxxxx Xxxxxx;
D. Xxxxx Xxxxxx; and
E. Xxxxx Xxxxxxx
3. That in addition to the foregoing, should any of the above referenced
individuals have any unreimbursed expenses, NetSol shall reimburse the
same. Similarly, NetSol shall reimburse the expenses of Xxxx Xxxxx and
Xxxxx Xxxxxxxx incurred on behalf of NetSol.
4. NetSol shall pay Xxxxxx Xxxxxx an amount equal to three (3) months
salary as and for a severance payment.
5. Within ten (10) working days, the Ghauri brothers shall provide the
receiver with $500,000 cash for the continuing operation of NetSol.
Similarly, within ten (10) working days, the NetSol shareholder
group shall provide the receiver with $500,000 cash for the
continuing operation of NetSol. In the event that either party
fails to perform within the allotted time period, the
non-performing party shall pledge stock in NetSol in an amount
equal to 150% of the amount outstanding.
A. In order to raise the aforementioned amount each party shall be
entitled to receive restricted stock for an amount equal to 70%
of the average price of NetSol stock for the immediately preceding
ten days.
B. The Ghauri Brothers are also allowed to exercise their vested
options to raise their requisite $500,000.
6. That NetSol shall commence a recall of all outstanding stock
certificates and shall issue new stock certificates with the new
CUSIP number. That
as soon as reasonable possible thereafter, the receiver shall call
a special shareholders meeting to determine, INTER ALIA, the
continued management of NetSol.
A. The parties specifically agree that the transfer agent shall be
directed to reissue all stock certificates as a result of the
recall simultaneously so that no individual's stock certificates
shall be unreasonably withheld.
B. The receiver shall remain responsible for oversight of the share
recall until it is completed.
7. NetSol agrees that all restricted stock that becomes vested shall be
immediately issued without a legend.
8. That the receiver shall remain in place until such time as he, and
his counsel, has been compensated in full for his services and the
shareholders of NetSol have had the opportunity to vote for new
management at a duly convened meeting. Notwithstanding the
foregoing, both parties shall execute mutual releases at the time
of the execution of the definitive agreement contemplated herein,
and dismiss all pending litigation with prejudice.
9. The parties shall enter into a letter of intent whereby NetSol shall
sell all of the operations within Pakistan to the Ghauri brothers
for 1,750,000 shares of NetSol stock. As more specifically set
forth therein, any such agreement shall be subject to a fairness
opinion, shareholder and court approval along with any other
security law requirement.
10. That this agreement shall be subject to the court's approval and
compliance with all security regulations and any other legal
requirements.
NetSol International Ghauri Brothers
/s/ XXXXXX X. XXXXXX /s/ XXXXX XXXXXX
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By: Xxxxxx X. Xxxxxx By: Xxxxx Xxxxxx
Its: Receiver
/s/ XXXXXX XXXXXX
----------------------------
By: Xxxxxx Xxxxxx
NetSol Shareholder Group
/s/ XXXX XXXXX
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By: Xxxx Xxxxx
/s/ XXXXX XXXXXXXX
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By: Xxxxx Xxxxxxxx
