EXHIBIT 10.21
AGREEMENT
This agreement ("Agreement") is entered into this 25th day of
September, 1998 between and among COPE Holding AG, a Swiss stock corporation
("COPE Holding AG"), COPE, INC., a Delaware corporation formerly known as
Harrier, Inc. ("COPE, Inc."), and NEW CAPITAL INVESTMENT FUND, a Cayman Islands
trust ("Fund").
RECITALS
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A. The Fund and COPE, Inc. have entered into that certain Common
Stock Purchase Agreement dated September 11, 1998 pursuant to which, among other
things, the Fund acquired a controlling interest in Glycosyn Pharmaceuticals,
Inc., a Delaware corporation ("Glycosyn").
X. XXXX, Inc. and Glycosyn have entered into that certain Assignment
and Assumption Agreement ("Indemnification Agreement") dated September 11, 1998
pursuant to which, among other things, Glycosyn assumed all outstanding
obligations of COPE, Inc., including the Payables (as defined below).
X. XXXX Holding AG has alleged that COPE, Inc. is in breach of that
certain Amended and Restated Securities Purchase Agreement and Plan of
Reorganization dated July 24, 1998 previously entered into by COPE, Inc. and
COPE Holding AG due to the presence of approximately $150,000 of payables
("Payables") of COPE, Inc. set forth in the List of Payables attached hereto as
Exhibit A.
D. COPE, Inc. and COPE Holding AG have alleged that Glycosyn is
required to indemnify COPE, Inc. against the Payables and, to such end, should
pay the Payables pursuant to the terms of the Indemnification Agreement.
E. The Fund wishes to induce COPE, Inc. and COPE Holding AG to
forebear against bringing any claims against Glycosyn at this time and, in
addition, wishes to acquire additional common shares of Glycosyn from COPE,
Inc.; and, to this end, the Fund wishes to enter into this Agreement on the
terms and conditions set forth below.
AGREEMENT
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It is agreed as follows:
1. Subject to and upon the terms and conditions set forth herein, the
Fund hereby delivers to COPE, Inc. its promissory note ("Note") in the original
principal amount of $150,000 in the form of Note attached hereto as Exhibit B.
The Fund's obligations under the Note shall be secured by 150,000 unrestricted
and freely tradable shares ("VTI Shares") of the $.001 par value common stock of
Virtual Telecom, Inc., a Delaware corporation ("VTI"). The Fund hereby grants
COPE, Inc. with a first priority security interest in and to the VTI Shares and,
concurrently herewith, shall deliver the certificates representing the VTI
Shares along with a stock power duly executed by the Fund for purposes of
transferring the Shares into the record name of COPE, Inc. The Fund acknowledges
and agrees that in the event of its default under the Note, COPE, Inc. may sell
the VTI Shares for purposes of curing any defaults under the Note. COPE, Inc.
agrees that in the event of a default by the Fund under the Note, COPE, Inc.
shall use its best efforts to maximize the resale price of the VTI Shares and,
upon its receipt of cash proceeds from the sale of the VTI Shares which equals
the unpaid amount of the Fund's obligations
under the Note, shall return the remaining portion of the VTI Shares or the cash
proceeds therefrom to the Fund.
2. As an inducement to the Fund to enter into this Agreement, COPE,
Inc. agrees that, for the period ending December 31, 1998, it shall offer the
Fund the option to purchase up to 750,000 ("Glycosyn Shares") of the $.001 par
value common stock of Glycosyn, at a price of $.20 per share. The Fund
acknowledges that it would be purchasing the Glycosyn Shares for its own account
and that the Glycosyn Shares would be sold pursuant to exemptions from
registration providing for transactions not involving an issuer, underwriter or
dealer and, therefore, will bear a standard restrictive legend as provided for
under the Securities Act of 1933. In the event that the Fund elects to purchase
any or all of the Glycosyn Shares, the parties shall enter into an appropriate
investment agreement at the time of such acquisition.
3. This Agreement contains the entire agreement among the parties and
correctly sets forth the rights and duties of each of the parties to each other
as of this date, and may not be modified, altered or changed in any manner
whatsoever, except by a written agreement signed by all of the parties hereto.
Any agreement or representation concerning the subject matter of this Agreement
or the duties of the parties in relation thereto not set forth in this Agreement
or a subsequent written agreement signed by all of the parties hereto is null
and void. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. The rights and
obligation of either party to this Agreement may not be assigned by such party
without the prior written consent of the other party. This Agreement may be
executed in two or more counterparts, each signed by one of the parties and all
of said counterparts together shall constitute one and the same instrument. The
parties agree that facsimile signatures may be relied upon by each of the
parties hereto as original signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
COPE, INC.,
a Delaware corporation
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Chairman of the Board
COPE Holding AG,
a Swiss stock corporation
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Director
NEW CAPITAL INVESTMENT FUND,
a Cayman Islands trust
By: /s/ Xxxxx XxXxxx
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Xxxxx XxXxxx, Director
