AGREEMENT
The parties to this agreement are Xxxx Xxxxxx (hereinafter "Xxxxxx" ) and
American Custom Components, Inc. (hereinafter "ACC").
Whereas, ACC plans to be publicly traded in August 1997, and in consideration
for the release of Bogarts 40% Share of the company, ACC will issue to Xxxxxx
325,000 shares of its common stock. Furthermore ACC guarantees the value of the
issued stock to be $3.00 per share (valued at $ 975,000 ) for the entire period
which Xxxxxx holds the stock. In the event that the stock held by Xxxxxx is
traded at a market value less than $3.00 per share, 18 months from this
agreement (April 1, 1999), Xxxx Xxxxxxxxxx / Xxxx Walk will transfer sufficient
stock to Xxxxxx bringing the value of his stock to a minimum value of $975,000
by April 1, 1999.
Whereas, ACC recognizes the sums which Xxxxxx has loaned it, ACC will repay its
financial obligations of $300,000.00 structured as repayment of debt to Xxxxxx
as follows: Xxxxxx shall receive the sum of $50,000.00 cash on October 1, 1997,
with the balance of $250,000.00 to be paid in equal payments on the first of
each month over the next 2 years, including 12% annual interest. It is
understood that the balance is to be paid as soon as possible.
If for any reason the Public offering is delayed ACC agrees to continue payments
of $2,600 on the first of each month to cover the interest payments on company
debt in Bogarts name. Currently this arrangement is $3,600 in arrears with the
next payment due September 1, 1997.
ACC will continue to respond to and be responsible for any law suits, judgments
or litigation brought against Xxxxxx relating to his involvement with ACC.
Whereas the parties to this agreement understand the public offering scheduled
on or before October 1, 1997 does not come to pass, all previous agreements will
stay in effect.
Dated: August 5, 1997
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Walk
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Xxxxxxx X. Xxxxxx Xxxxxx X. Walk
/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
