RESOLUTION AGREEMENT
BY and BETWEEN
AGTsports, INCORPORATED
and
AMERICAN CONSOLIDATED GROWTH CORPORATION
This Agreement is made this 15th day of September 1, 1995, by and between
AMERICAN CONSOLIDATED GROWTH CORPORATION (AMGC), and AGTsports, Incorporated
(AGT).
WHEREAS, AMGC and AGT entered into a series of former business agreements
and transactions which are presently in dispute between the two parties and
WHEREAS, AMGC and AGT are mutually and severally desirous of terminating any
and all disputes between the two companies concerning former business
agreements and transactions, and
WHEREAS, AMGC and AGT desire to enter into a new Agreement for the purpose of
ending all disputes and past agreements between the two parties, to resolve
an outstanding shareholder claim facing both companies, and to establish a
new business agreement with economic opportunities and benefits for both
companies.
NOW THEREFORE, in consideration of the mutual covenants, agreements and
promises herein contained, the parties hereto agree, subject to approval of
the shareholders of record of AGTsports, Inc. as follows:
1. RESOLUTION OF ACCOUNTS RECEIVABLE DUE AMGC FROM AGT. AGT hereby agrees
the final amount due AMGC by AGT concerning all accounts receivable shall be
the amount identified by the auditors of AMGC, Xxxxxxx Xxxxx, Xxxxxxx and
Xxxxxxx, P.C., on the AMGC 10-K report for the fiscal year ended June 30,
1995. AGT agrees to adjust its records, tax returns and filings to reflect
the above described debt. AMGC and AGT agree there will be no further
adjustments excepting financial amounts due Eleventh Hour, Inc.
from AGT, as a result of the normal employee contractual agreements entered
into between the two companies which have extended beyond June 30, 1995.
Both parties acknowledge and agree resolution of the accounts receivable
due AMGC by AGT shall include certain AMGC shareholdings of the officers and
directors of AGT, and of certain other individuals associated with AGT, which
are required to settle a potential claim brought against both companies by
AMGC shareholder, Xxxx Xxxxxx. AMGC agrees to make every effort to
successfully resolve the claim on behalf of both companies. AMGC further
agrees to make any and all additional payments to Xxxxxx that my be required
as part of the settlement agreement with Xxxxxx. AGT hereby authorizes AMGC
to negotiate on it behalf with Xxxxxx and to accept without dispute the terms
of any settlement agreement established by and between AMGC, AGT and Xxxxxx.
AGT and the individuals referenced herein have transferred to AMGC certain
shares of AMGC for settlement with Xxxxxx and resolution of the accounts
receivable due AMGC by AGT.
II. TERMINATION OF ACCOUNTS RECEIVABLE DUE AMGC FROM AGT. AMGC hereby
agrees to terminate the accounts receivable due from AGT as described in
paragraph I above pursuant to the execution of the settlement agreement with
Xxxxxx and in exchange for consideration as described in paragraph VI herein.
III. PREFERRED STOCK TRANSFER. AMGC hereby agrees to transfer all claim,
right and title to any and all preferred AGT shares owned and held by AMGC
and AGT for consideration as described herein.
IV. AGT COMMON STOCK DIVIDENDS DUE AMGC BY AGT. AMGC hereby agrees to waive
and release any and all AGT common stock dividends due AMGC from AGT for
consideration as described in paragraph VI herein.
V. TERMINATION OF ALL FORMER AGREEMENTS. Both parties agree the
above described former business agreements and transactions are null and void
and that this new Resolution Agreement shall take the place of any and all
above described former agreements and transactions upon execution of this
signed Resolution Agreement by the respective parties as of the date first
written above.
VI. CONSIDERATION. Both parties agree AMGC shall receive as consideration
for terminating, waiving and transferring all items as described in
Paragraphs 1,11,111 and IV of this Resolution Agreement, new issue common
shares of AGT equal to forty percent (40%) of the total outstanding common
shares of AGT as of the date first written above. Both parties agree the
total amount of AGT common shares held by AMGC upon signing of this agreement
shall not exceed forty percent (40%) of the total outstanding AGT common
shares after distribution by AGT to the Australian and South African
business ventures.
VII. TRANSFER OF CERTAIN ASSETS TO GLOBAL LINKS LTD. Both parties agree that
as part of this Resolution Agreement, certain assets and shareholdings shall
be transferred by AGT and AMGC to GLOBAL LINKS LTD. for the purpose of owning
an overriding royalty on sales of a reservation tee times system to the golf
industry. AMGC agrees to transfer one hundred percent (100%) of the AGT new
:issue common shares it shall II receive as described in Paragraph VI herein
to GLOBAL LINKS LTD. Both parties agree AMGC shall have the exclusive right
and option to withdraw up to twenty-five percent (25%) of its contributed AGT
shares at any time within the first twelve (12) months after the date first
written above and shall receive a reduction in the AMGC royalty of
thirty-three percent (33%) and that the net gross royalty to AMGC after
exercising this option shall be ten percent (10%). AGT agrees to transfer all
Australian and other contracts related to tee times reservation system, to
include any and all inquiries and business contacts concerning and associated
with tee times reservations system and industry to GLOBAL LINKS LTD. GLOBAL
agrees to honor all sub-licensing agreements currently in place. As
consideration for the above
described transfer of assets both companies desire to own a fifteen percent
(15%) royalty on gross sales made by GLOBAL LINKS LTD. of the reservation tee
times system. Both parties agree to enter into an agreement with GLOBAL LINKS
LTD., hereinafter called the Reservation Tee Times Agreement, (see attached
Exhibit I), as of the signing of this Resolution Agreement and the date first
written above
IN WITNESS WHEREOF, the parties have executed this Resolution Agreement on
the date set forth opposite the signature for the representative of each
party.
///Xxxxxxx X. Xxxxxxxxx/// 13/9/95
---------------------------- -------
Xxxxxxx X. Xxxxxxxxx Date
Chief Executive Officer
AGTsports, Inc.
///Xxxxxx X. Xxxxxx/// September 20, 1995
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Xxxxxx X. Xxxxxx
Chairman
American Consolidated Growth Corporation, AMGC
