AGREEMENT
This Agreement is entered into as of the _____ day of May, 1997 by and
between AMERICAN RESOURCES AND DEVELOPMENT COMPANY, a Utah corporation
(hereinafter "ARDCO"), and XXXXXXX X. XXXXXX (hereinafter "Xxxxxx").
WHEREAS, the parties desire to organize a corporation for the purpose
of developing and selling vacation ownership interests in various resorts
initially located in the State of Arkansas;
NOW, THEREFORE, the parties hereto agree as follows:
1. ORGANIZATION OF CORPORATION.
A corporation shall be formed under the laws of the State of
Arkansas (hereinafter the "Corporation"). The name of the Corporation shall be
FINALLY COMMUNITIES, INC. or such other names as the parties shall mutually
agree upon. The initial directors of the Corporation shall be Xxxxxx, Xxxxxxx
Xxxxxxx and Xxxxx Xxxxxxxx. ARDCO shall be the sole shareholder. The initial
officers of the Corporation shall be Xxxxxx as President and Xxxxxxx Xxxxxxx as
Secretary. ARDCO shall contribute $1,000.00 to the capitalization of the
Corporation.
2. EMPLOYMENT CONTRACT FOR XXXXXX.
The Corporation and Xxxxxx shall enter into an Employment
Agreement substantially in the form of Exhibit "A" attached hereto and
incorporated herein by reference.
3. FINANCING OF CORPORATION.
ARDCO shall arrange for a loan of $50,000 to be made to the
Corporation. Upon the signing of this Agreement and the organization of the
Corporation, $35,000 of such loan shall be made and the balance shall be made 30
days thereafter. Xxxxxx agrees to pledge Preferred Stock in ARDCO to secure such
loan. A portion of the loan proceeds shall be utilized to purchase 27 acres of
property to be utilized in the Corporation's business.
4. MANAGEMENT FEE.
The Corporation shall pay to ARDCO on a monthly basis $20,000
to reimburse ARDCO for management and consulting services to be provided to the
Corporation. During the first two months of operation of the Corporation such
amounts shall be accrued but not paid to ARDCO and shall be paid at such time as
cash flow of the Corporation warrants.
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5. CONSIDERATION TO XXXXXX.
In consideration of Vowell's time and effort to develop the
business of the Corporation, ARDCO shall issue 500,000 shares of Series E
Convertible Preferred Stock to Xxxxxx, or his designee. Twenty Five Thousand
Four Hundred (25,400) shares of the Series E Convertible Preferred Stock shall
be immediately convertible into 25,400 shares of Restricted Common Stock of
ARDCO. The balance of the Preferred Shares shall be convertible into ARDCO
Common Stock after June 30, 1999 and upon completion of the March 31st, 1999
Audited Financial Statements of the Corporation. The Preferred Stock shall have
those preferences, designations and rights as set forth on Exhibit "B" attached
hereto and incorporated herein.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the day and year first set forth above.
AMERICAN RESOURCES AND
DEVELOPMENT COMPANY
By:-------------------------------- -----------------------------
Xxxx Xxxxxx, President Xxxxxxx X. Xxxxxx
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