EXHIBIT 10.33
LETTER OF AGREEMENT
Xxxxxx X. Xxxxxx, Xx.
H&H Acquisition Corporation
c/a Xxxxxx & Associates, P.A.
0000-X Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
March 7, 1997
Background:
Reference is made to the written offer of October 9, 1997, regarding Xxxxx Xxxxx
(a.k.a. Xxx X. Xxxxx or Xxxxx) and associates purchasing all except two hundred
thousand (200,000) shares of the issued and outstanding shares of Wee Wees, Inc.
The agreement provided for two hundred thousand (200,000) shares being retained
by H&H Acquisition Corporation ("H&H"). On December 17, 1996, Wee Wees, Inc.
changed its name to Financial Intranet, Inc. ("FNTN"). That written offer is
attached hereto and incorporated by reference. Xxxxx subsequently accepted that
offer, subject to the modifications set forth below.
(a) Subsequent to the offer of October 9, 1996, Xxxxx and H&H agreed
that H&H would retain an additional two hundred thousand (200,000)
shares of FNTN's Common Stock, leaving a total of four hundred
thousand (400,000) shares of Financial Intranet, Inc. (formerly Wee
Wees, Inc.) Common Stock to be retained by H&H.
(b) It is agreed that of the four hundred thousand (400,000) shares
retained by H&H two hundred thousand (200,000) shares of FNTN Common
Stock shall be restricted for sale for a period of nine (9) months
from the date of this Agreement.
(c) Based upon a subsequent verbal agreement, FNTN issued and
delivered to H&H two hundred thousand (200,000) warrants in the
aggregate to purchase two hundred thousand (200,000) share in
aggregate of FNTN's Common Stock exercisable at Seven Dollars and
Twenty-Five Cents ($7.25) per share. A copy of a sample warrant is
attached hereto for reference purposes.
Commitment to Purchase by Xxxxx
By his signature hereunder, Xxxxx has agreed to purchase or arrange the purchase
by others one hundred forty-two thousand five hundred (142,500) shares, or such
lesser number of shares that may be delivered by H&H to Xxxxx or to any broker
dealer handling the sale of FNTN Common Stock currently beneficially owned by
H&H or its shareholders, on the following terms:
1. H&H shall deposit, or arrange to have one hundred twenty-three thousand, five
hundred (123,500) shares of FNTN Common Stock into its account at Xxxxx Block,
00 Xxxxx Xxxxxx, Xxx Xxxx, XX, Attention Xxxxxxx Xxxxx.
2. Xxxxx shall purchase or arrange to have purchased by others an initial block
of twenty-two thousand (22,000) shares FNTN Common Stock through a private or
public transaction at a price for the block of Eighty-eight Thousand Dollars
($88,000.00). This sale will be aggregated with a prior sale of two thousand
shares made fix H&H account amounting to Twelve Thousand Dollars ($12,000.00)
which when added to the new block sold results in One Hundred Thousand Dollars
($100,000.00) in the aggregate being paid by Xxxxx for both blocks sold or to be
sold in accordance with the terms of this Agreement.
3. Concurrent with the payment of the One Hundred Thousand Dollars ($100,000.00)
to H&H in good cleared funds, the balance of a total of two million, five
hundred forty-three thousand (2,543,000) shares of FNTN Common Stock, of which
two million, two hundred fifty-seven thousand, one hundred (2,257,100) shares
are assigned to Xxx X. Xxxxx and two hundred eighty-five thousand, nine hundred
(285,900) shares are owned by others (itemized on the schedule of certificates
attached hereto and made a part hereof), and which certificates are in the
current possession of H&H shall be delivered to Interwest Transfer Company with
the following instructions:
(a) "transfer fifty thousand (50,000) shares of enclosed shares
represented by the enclosed Certificates endorsed in blank to "Xxxxxx
X. Xxxxx" and issue a new Certificate in the name of Xxxxxx X. Xxxxx.
When issued in the name of Xxxxxx Xxxxx, representing shares of Common
Stock of FNTN, the Certificates shall be delivered by overnight US
Mail to Xxxxxx X. Xxxxx at 000 X. Xxxxxxxx Xxxxxx 00xx xxxxx, Xxxxxxx,
XX 00000."
(b) "Release and deliver to the shareholders of record two hundred
eighty-five thousand, nine hundred (285,900) Certificates presently in
the possession of Interwest Transfer Company and previously issued to
shareholders of record, as set forth on the list of shareholders FNTN
shares of Common Stock attached hereto and made a part hereof."
(c) "Transfer the two million, two hundred seven thousand one hundred
(2,207,100) shares represented by the enclosed Certificates and
endorsed in blank by the current shareholders of record to Xxx X.
Xxxxx and issue new Certificates in the same denominations, in the
name of Xxx X. Xxxxx. When issued in the name of Xxx X. Xxxxx,
representing shares of Common Stock of FNTN owned by Xxx X. Xxxxx, the
Certificates shall be delivered by overnight US Mail to Xxxxxx Xxxxxxx
& Associates, 000 Xxxxxxxx, Xxxxx 0000, Xxx Xxxx; XX 00000 ("Escrow
Agent") to be held under the terms of an escrow agreement entered into
between the Escrow Agent, H&H and Xxx X. Xxxxx."
4. Xxxxx herewith agrees to purchase, or arrange the purchase of the balance of
one hundred twenty thousand, five hundred (120,500) shares of Common Stock owned
by H&H at a price of Five Dollars (5.00) per share in accordance with the
following purchase schedule:
(a) 45,000 shares of FNTN Common Stock within forty-five (45) days of
the date of this Agreement.
(b) 35,000 shares of FNTN Common Stock within ninety (90) days of the
date of this Agreement.
(c) 40,500 shares of FNTN Common Stock within one hundred twenty (120)
days of the date of this Agreement
5. Xxxxx shall notify H&H in writing by first class mail and by telecopier
within forty-eight (48) hours of the confirmation of any sale of FNTN shares of
Common Stock owned by H&H the number of shares of FNTN Common Stock purchased by
Xxxxx, or for which Xxxxx arranged the purchase by third parties through a
private transaction and/or public sale and remit or arrange to remit finds to
H&H resulting from the purchase/sale of the shares on or before the settlement
date which is industry-standard for securities transactions.
6. In the event the certificates representing the shares of FNTN Common Stock
offered for sale by H&H hereinabove is not delivered to Xxxxx or to the broker
dealer handling the transaction, within three (3) days of the date of a
confirmed offer to purchase by Xxxxx or purchased by third parties which sale
was arranged by Xxxxx, then in that event the shares committed to be purchased
by Xxxxx in accordance with the terms of this Agreement shall be reduced from
the total number of shares whose certificates were not delivered on a timely
basis to Xxxxx or to the broker dealer handling the purchase transaction, as the
case may be.
7. Concurrent with instructions provided to Interwest and counter-signed by
Xxxxx as Secretary of FNTN to issue the shares of Common Stock of FNTN to Xxxxx
in accordance with the terms of this Agreement, and concurrent with the delivery
of One Hundred Thousand Dollars ($100,000.00) by Xxxxx to H&H in accordance,
with paragraph 3 above, Xxxxx and H&H shall execute a Loan Agreement and Xxxxx
shall execute a Promissory Note and Collateral Pledge Agreement in form and
substance as the draft documents attached hereto and made a part hereof.
(a) A Promissory Note ("the Note") shall mature one hundred twenty
(120) days from the date of this Agreement, whose principal is payable
in part or in whole in the amount of Five Hundred Seventy-Two
Thousand. One Hundred Dollars ($572,100.00) plus interest at the rate
of ten patent (10%) per annum calculated on a daily basis on the
outstanding principal.
(b) This Note shall be issued to secure the payment for those shares
committed to be purchased by Xxxxx or others under the terms of this
Letter of Agreement.
8. Xxxxx and H&H have selected Xxxxxx Xxxxxxx to act as Escrow Agent who accepts
to act upon the following instructions:
(a) The two million, two hundred seven thousand, one hundred
(2,207,100) shares of Common Stock of Financial Intranet, Inc.
("FNTN") deposited with Xxxxxx Xxxxxxx acting as an Escrow Agent for
H&H and Xxx X. Xxxxx ("Xxxxx") shall hold the property of Xxxxx in a
secured location. The shares shall be delivered to Xxx X. Xxxxx, 0000
Xxxx Xxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 or to H&H c/o Xxxxxx Xxxxxx, at
0000-X Xxxxxxx Xxxx, Xxxxxxxxxxxx MD, as the may be, upon the
following events:
(b) The Escrow agent shall deliver to Xxxxx, the Certificates
representing five hundred fifty thousand seven hundred seventy-five
(551,775) shares of Common Stock of FNTN being held by the Escrow
Agent as the property of Xxx X. Xxxxx upon receipt of true copies of
transfer sheets from Interwest Transfer Company or such t transfer
agent selected to act as the transfer agent for FNTN shares indicating
that twenty-six thousand, eight hundred (26,800) shares FNTN's Common
Stock in the aggregate was transferred from the accounts of any or all
of H&H (or their designated shareholders).
(c) Upon the certification by Xxx X. Xxxxx stating that all one
hundred twenty thousand; five hundred (120,500) shares of FNTN Common
Stock committed to be purchased or sold by Xxxxx for H&H or such
lesser number of shares of FNTN Common Stock committed to be purchased
or sold by Xxxxx but not delivered by H&H for sale to or by Xxxxx,
then in that event, the balance of any FNTN Common Stock, then held by
the Escrow Agent which is the property of Xxxxx, shall be delivered to
Xxxxx.
(d) Upon the certification of Xxxxxx Xxxxxx representing H&H that:
(i) the principal and accrued interest of the Note in the
amount of Five Hundred Eighty-four Thousand Five Hundred Sixty
Dollars ($584,560.00) had not been paid in full within 30 days
of the Note's maturity date and
(ii) all certificates representing one hundred twenty thousand,
five hundred (120,500) shares of FNTN's Common Stock owned by
H&H in had been delivered to the account of H&H at Xxxxx Block
and available for sale.
then in that event the balance of any FNTN Common Stock, then
held by the Escrow Agent which is the property of Xxxxx, shall
be delivered and become the property of H&H as liquidated
damages and in lieu of, and in payment of, the balance of any
unpaid principal and accrued interest of the Note and all
shares offered and available for sale by H&H in accordance with
the terms of this Agreement shall be delivered forthwith to
Xxxxx.
9. Xxxx Xxxxx and H&H shall cooperate and do all other acts which may be
reasonably requested by the other party to implement the terms and conditions of
the transactions
contemplated by this agreement.
10. Notices to H&H Acquisition are to be sent to:
H&H Acquisition Corporation
0000-X Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
or such other address as may be provided from time to time.
11. The terms of the Letter Agreement and attachments represents the total
agreement between the parties to this Agreement.
12. This Letter Agreement shall be governed and construed under the laws of the
State of Nevada and may not be modified except in writing signed by all parties
to this Agreement.
In Witness whereof the parties have affixed their signatures on the date listed
by this signature.
/s/Xxx X. Xxxxx (Date) 3-14-97
------------------------
Xxx X. Xxxxx
/s/Xxxxxx X. Xxxxxx, Xx. (Date) 3/12/97
------------------------
H&H Acquisition Corporation
AMENDMENT TO LETTER AGREEMENT DATED MARCH 7, 1997
WHEREAS, on March 7, 1997, Xxx X. Xxxxx (a.k.a Xxxxx X. Xxxxx) and H&H
Acquisition Corporation ("H&H") entered into a Letter of Agreement (the
"Agreement"), for the purchase of certain shares by Xxx X. Xxxxx in Financial
Intranet, Inc. (formerly Wee Wees, Inc.).
WHEREAS, the undersigned parties wish to substitute Financial Intranet Holdings,
Inc. ("Holdings") for Xxx X. Xxxxx in the Agreement, and Holdings has agreed to
accept and assume, as purchaser, the obligations on the part of Xxx X. Xxxxx
under the Agreement, and Xxx X. Xxxxx has agreed to assign all of his interests
in and rights under the Agreement to Holdings.
WHEREAS, Xxxxx has agreed to deliver to the Escrow Agent, executed irrevocable
stock powers, sufficient to cover two million, two hundred seven thousand, one
hundred (2,207,100) shares of Financial Intranet, Inc. ("FNTN"), endorsed in
blank, to the Escrow Agent, within five (5) business day of the delivery of such
shares to the Escrow Agent; and
WHEREAS, those stockpowers will be held by the Escrow Agent, and delivered,
along with the shares of FNTN, to Holdings or to H&H, as provided in the Escrow
Agreement;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,
Holdings hereby accepts and assumes the obligations on the part of Xxx X. Xxxxx,
as purchaser, under the Agreement and Xxx X. Xxxxx hereby assigns all of his
interests in and rights under the Agreement, and Holdings is hereby substituted
for Xxxxx pursuant to the terms of the Agreement.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the
date listed by their signature.
/s/ Xxx X. Xxxxx Date: 4/3/97
---------------------------------
Xxx X. Xxxxx
Date:
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H&H Acquisition Corporation
AGREED AND ACCEPTED BY:
/s/ Xxx X. Xxxxx, President Date: 4/3/97
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Financial Intranet Holdings, Inc.
