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EXHIBIT 99.1
PREFERRED STOCK PURCHASE
AND RELEASE OF DEBT AGREEMENT
THIS PREFERRED STOCK PURCHASE AND RELEASE OF DEBT AGREEMENT (this
"Agreement") is made this 27 day of September 1996 and between XXXXXXX
INTERNATIONAL, INC. ("HII") and BUSINESSHIP INTERNATIONAL, INC. ("BI") and
provides as follows:
RECITALS
WHEREAS, HII and Xenex International, Inc. ("Xenex") entered into the
Certain Stock Purchase Agreement date May 28, 1992 (the "Stock Agreement")
wherein Xenex agreed to purchase certain shares of Class A common stock of HII
and agreed to loan certain funds to HII (the "Loan");
WHEREAS, on or about December 15, 1994 Xenex agreed to exchange the
amounts owing under the Loan, which amount was agreed to be $243,331.07, for
certain additional shares of HII common stock (the "Debt Agreement"), with this
transaction to close only after all regulatory reporting delinquencies or
deficiencies had been cured;
WHEREAS, BI is the successor in interest to Xenex;
WHEREAS, the reporting delinquencies have not been cured as of this
date and the Debt Agreement has not closed;
WHEREAS, BI and HII desire to modify and replace the terms of the Debt
Agreement with the terms of this Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency is hereby acknowledged, the parties agree as follows:
1. Cancellation of Debt. In consideration of the Preferred
Shares described below and the other agreements herein, at Closing BI agrees to
cancel the Loan and release HII from any further liability in connection with
the Loan.
2. Issuance of Preferred Shares. At Closing, HII shall issue to
BI 243,331 shares of $1.00 par value preferred stock of HII (the "Preferred
Shares"). The Preferred Shares shall be from a new class of stock to be
authorized for HII. The Preferred Shares shall be nonvoting, nonconvertible,
noncumulative dividend, with dividends of 10% ($24,331) beginning October 1,
1996 to be paid on or before October 15 each year as long as Preferred Shares
are not redeemed. HII shall have the right, but not the obligation, to redeem
the Preferred Shares at any time at par value. The preferred Shares will not be
registered under the federal securities laws or laws of any state. BI
represents to HII that it is acquiring the Preferred Shares for its own account
and not with a view to the distribution thereof or with any present intention
of reselling the Preferred Shares.
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3. Closing. Closing shall occur within fifteen (15) days after
the later of the date (i) HII has cured all regulatory reporting delinquencies
and deficiencies, including Forms 10-KSB and Forms 10-Q filings with the SEC,
and (ii) HII has obtained any approvals necessary to issue the Preferred
Shares, including shareholder approval and amendment of Articles of
Incorporation to authorize the Preferred Shares. At Closing HII shall deliver
the stock certificates to BI representing the Preferred Shares, and BI shall
deliver to HI any original notes or instruments evidencing the Loan.
4. Approvals. HII shall use its best efforts to obtain any
necessary approvals from the board of directors, shareholders approval, and any
state of federal approval required.
5. Entire Agreement. This Agreement constitutes the entire
agreement between the parties, and any other agreements, whether written or
oral, regarding the Loan, including the Debt Agreement, are hereby superseded
and replaced by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
HII:
XXXXXXX INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXXX
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Printed Name: Xxxx X. Xxxxxx
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Title: CFO
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BI:
BUSINESSHIP INTERNATIONAL, INC.
By: /s/ XXXXX XXXXXXXXX
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Printed Name: Xxxxx Xxxxxxxxx
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Title: President, CEO
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