EXHIBIT 10.1
AGREEMENT TO CONTRIBUTE ADDITIONAL CAPITAL
This Agreement is entered into on this 19th day of December, 2000, by
and among Fountain Colony Ventures, Inc., a Colorado corporation (hereinafter
"Fountain Colony"), Green Medical Company, Ltd., a Japanese corporation
(hereinafter "Green Medical") and Katumori Hayashi, an individual (hereinafter
"Hayashi").
R E C I T A L S:
A. On January 19, 2000, the parties entered into an Agreement and
Plan of Reorganization pursuant to which Green Medical was to become a
wholly-owned subsidiary of Fountain Colony. On January 27, 2000, the parties
entered into an Amendment to Agreement and Plan of Reorganization ("First
Amendment"). On February 29, 2000, the parties agreed to extend the closing
deadline to on or before March 31, 2000. On March 23, 2000, the parties
entered into a Second Amendment to Agreement and Plan of Reorganization
("Second Amendment").
B. On April 6, 2000, a closing occurred pursuant to which Green
Medical became a wholly owned subsidiary of Fountain Colony.
C. The Second Amendment contemplated that certain events would occur
prior to the April 6, 2000 closing. Hayashi was to make a capital
contribution to Green Medical prior to closing for the purpose of enabling
Green Medical pay certain taxes. The capital contribution was not made prior
to closing. The parties desire to enter into this Agreement for the purpose
of describing how the capital contribution to Green Medical will be made by
Hayashi.
NOW, THEREFORE, in consideration of the mutual covenants of the parties,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
A G R E E M E N T:
1. Additional Capital Contribution to be Made by Hayashi. Section
1(a) of the Second Amendment states that the "accrued taxes and penalties
payable" described on the June 30, 1999 audited balance sheet of Green Medical
as a U.S. $2,187,538 liability, and referred to in Note 8 of the financial
statements, had been paid through a contribution of capital to Green Medical
made by Hayashi. Although Green Medical made payments to the Japanese tax
authority towards satisfying that tax liability prior to the April 6, 2000
closing, those payments had not been funded through a contribution of capital
to Green Medical by Hayashi.
Additional negotiations with the Japanese tax authority resulted in the
liability for taxes, interest and penalty being reduced from U.S.$2,187,538 to
U.S.$1,957,570. The parties agree that Xx. Xxxxxxx'x obligation to contribute
additional capital was also reduced to U.S.$1,957,570.
Hayashi hereby agrees to contribute to Green Medical the sum of
206,550,000 Yen (which is equivalent to slightly more than U.S.$1,957,570
Dollars based on the exchange rate of 105.5 Yen per U.S. Dollar existing on
June 30, 2000) in order to satisfy this capital contribution obligation. The
capital contribution shall be accomplished in the following manner:
(a) Hayashi shall purchase 4,131 additional shares of Green
Medical stock for the purchase price of 50,000 Yen per share according
to the following schedule;
(i) 600 shares will be purchased for 30,000,000 Yen on
or before December 31, 2000;
(ii) 2,400 shares will be purchased for 120,000,000 Yen
on or before March 31, 2001;
(iii) 1,131 shares will be purchased for 56,550,000 Yen
on or before June 30, 2001;
(b) Each time additional shares of Green Medical stock are
issued to Hayashi, Hayashi shall then immediately transfer all of the
shares directly to Fountain Colony, without any additional
consideration being paid by Fountain Colony or Green Medical to
Hayashi, in order that Green Medical shall continue to be a wholly
owned subsidiary corporation of Fountain Colony.
This shall continue until the additional stock purchases or capital
contribution payments made by Hayashi to Green Medical are equal to
206,550,000 Yen. All payments shall be made and the full capital contribution
shall be completed not later than June 30, 2001. Green Medical shall amend
its articles of incorporation to authorize a sufficient number of shares to
allow Hayashi to complete the stock purchases.
2. Fountain Colony Stock Pledged as Collateral. Hayashi has
pledged a total of Two Million (2,000,000) shares of Fountain
Colony common stock owned by him as collateral for the obligation described in
section 1 above. Shares of Hayashi's Fountain Colony common stock shall be
released to Hayashi from the Pledge Agreement for the purpose of allowing
Hayashi the opportunity to sell the shares, provided that the net proceeds of
the stock sales are used to make payments to satisfy the obligation described
above in section 1. If Hayashi uses other funds (not generated from the sale
of pledged shares) to make the payments required in Section 1, then the
pledged shares will be released to Hayashi on a proportionate basis as the
payments are made.
This Agreement is entered into as of the date and year first above
written.
FOUNTAIN COLONY VENTURES, INC.
By /s/ Katumori Hayashi
Katumori Hayashi, President and C.E.O.
GREEN MEDICAL COMPANY, LTD.
By /s/ Katumori Hayashi
Katumori Hayashi, President and C.E.O.
/s/ Katumori Hayashi
Katumori Hayashi
