GSBF SETTLEMENT AGREEMENT
The parties to this agreement are Xxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxx
Burnie, and Xxxxx Xxxxxxx, and those parties identified in Exhibit "A" namely,
Xxxxxx Xxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx. Collectively, all parties are
referred to as the "Settling Parties" which includes their agents, assigns,
controlled corporations, attorneys, employees and independent contractors.
The Settling Parties agree to mutually release every one and each other
from any and all claims or rights, whether known or unknown, under Canadian and
U.S. law (including California) under the following terms and conditions. This
Settlement Agreement shall be effective as of the date it is executed by all
parties and shall represent a full and complete release and settlement between
the Settling Parties excepting for any rights or obligations which are created
in this Agreement.
The Settling Parties agree to the following -
(1) Xxxxx Xxxxxxxx, should he so desire, shall remain the CEO of GSB
Financial Services, Inc. and a board member pursuant to his existing
employment contract;
(2) All actions of Xxxxx Xxxxxxxx and Xxxxxxxx & Xxxxx, A Law
Corporation, are ratified and consented to by the Settling Parties.
Any corporate minute book for GSB Financial, Inc. or other related
materials for GSBF will be returned at no charge to Xxxx Burnie by
Xxxxxxxx & Xxxxx, A Law Corporation.
(3) The Settling Parties agree that Xxxx Xxxxxxx is due $35,000.00 for
investment banking services rendered to GSBF.
(4) The Settling Parties also agree that Xxxxx Xxxxxxx (or his company)
is due approximately $27,000.00 for services rendered and for any
stock investment losses in GSBF proven by Xx. Xxxxxxx.
(5) The Settling Parties further agree that Xxxx Burnie and Xxxxx
Xxxxxxx shall be entitled to recover $366,000.00 plus interest at 5%
for 12 months from card processing revenue payable to GSBF
(repayment of these fees shall be agreed upon between Xxxx Burnie
and Xxxxx Xxxxxxxx - CEO of GSBF).
(6) The Settling Parties further agree that any outstanding payments due
to Canadian Business Wire or to Xxx Xxxxxx shall be the
responsibility of GSBF.
(7) Any expenses which are proven up and related to and for the benefit
of GSBF incurred by Xxxxxx Xxxxx, Xxxx Burnie, or Xxxxx Xxxxxxx
shall be reimbursed by GSBF.
(8) Xxxx Burnie, Xxxxx Xxxxxxx and Xxxxxx Xxxxx agree to recover
1,000,000 shares in GSBF delivered to a Toronto investment group,
such shares when recovered shall be placed in a segregated account
at Lines Overseas Management managed by Xxxxx Xxxxxxx with account
broker Xxxxxx XxXxxxxx - such shares shall be sold to finance and
provide capital for GSBF.
(9) Xxxxxx Xxx shall cause Direct Response Financial Services, Inc. to
enter into a contract with GSBF whereby GSBF is appointed an ISO to
Direct Card Services. Under that agreement GSBF will be entitled to
20% of all card processing revenue payable to DRFS directly from
Xxxx Xxxxxxx (or his company). Further, under that agreement GSBF
will obtain at least 30% of card processing revenue for new business
brought to Direct Card Services from GSBF. Xxxxxx Xxx shall also
cause Direct Response Financial Services, Inc. to enter into a
contract with GSBF whereby GSBF is given a 20% override or
commission of any revenue earned from Xx Xxxxxxx (or his company).
(10) Xxxxx Xxxxxxxx shall deliver 550,000 shares of GSBF equally between
Xxxx Burnie, Xxxxx Xxxxxxx and Xxxxxx Xxxxx.
(11) Xxxxx Xxxxxxxx, Xxxxxx Xxx and Xxxxxx Xxxxx shall act in good faith
to obtain restricted shares in Direct Response Financial Services,
Inc. as follows - Xxxx Burnie 500,000 shares, Xxxxxx Xxxxx 500,000
shares, and Xxxxx Xxxxxxx 500,000 shares. These shares shall be
restricted under Rule 144 and will be subject to a voting trust. It
is agreed that such shares may only become available after DRFS has
booked $50,000,000 in card processing business.
The Settling Parties agree that this Agreement is binding on themselves,
their agents, assigns, controlled corporations, and heirs. The Settling Parties
further agree that the terms and conditions of this Agreement will remain
privileged and confidential and may not be disclosed. The Settling Parties
further agree that they have the right and authority to enter into this
Agreement and have been given the opportunity to seek counsel before signing
this Agreement.
Accordingly, this Agreement is executed and entered into this 21st day of June,
2002.
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxx Burnie
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Xxxx Burnie
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
EXHIBIT "A"
The undersigned are aware of the contents of the attached Agreement
insofar as it is applicable to each of us. In signing below, we agree to be
bound by and accept the terms of the attached Agreement.
Dated:
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Xxxxxx Xxx
Dated:
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Xxxxx Xxxxxxxx
Dated:
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Xxxx Xxxxxxx
