EXHIBIT 10.17
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is entered into on this 31st day of
January, 2000, by and between XxxxxXxxxxx.Xxx Corporation f/k/a Divot Golf
Corporation ("Divot") a Delaware corporation, and Xxxx Xxxxxxxx ("Claimant"), an
individual and resident of the State of Florida.
RECITALS
I. WHEREAS, pursuant to an agreement concerning the conversion of certain
Divot preferred stock held by Claimant into common shares of Divot, which
agreement is attached hereto as Exhibit "A" and by this reference
incorporated herein, Claimant has a contractual claim against Divot for
damages (the "Claim");
II. WHEREAS, Divot had an unsatisfied payroll obligation in the amount of
$97,915.00, which Claimant paid on behalf of Divot. Divot then satisfied
its obligation to Claimant, which satisfaction is acknowledged by this
Agreement;
III. WHEREAS, the parties intend that this Agreement: (1) govern the issuance of
Divot common stock to Claimant in settlement of the Claim, and (2)
acknowledge the satisfaction of any amounts owing to Claimant by virtue of
his payment of Divot's payroll obligation.
AGREEMENTS
1. Issuance of Shares: Within ninety days following the execution of this
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Agreement Divot shall cause to be issued four million four hundred fifty-
two thousand seven hundred sixty-six (4,452,766) shares of its common
stock, .001 par value, to be issued to Claimant in settlement of the
Claim (the "Settlement Shares"). When so issued, the Settlement Shares
shall be fully paid, non-assessable, and freely tradable upon completion
of registration of an SB2 filing, and shall be represented by a
certificate or certificates in a form standardized by Divot for
representation of its shares.
2. Acceptance of Shares and Release: Claimant shall accept the Settlement
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Shares in full and complete satisfaction of any amounts collectible by
Claimant under the Claim, and in full settlement of any additional claim
Claimant may have against Divot as of the date of this Agreement, even
though such additional claim may be unanticipated, unexpected, and unknown.
In consideration of the issuance of the Settlement Shares, Claimant shall
release and forever discharge Divot, its successors, officers,
administrators, and assigns, from and against any and all claims, charges,
complaints, demands, actions or causes of action of any kind in any forum,
which Claimant may have against Divot as of the date of this Agreement.
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3. Payroll Obligation: The parties hereby agree to the following with regard
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to Divot's payroll obligation to TeamStaff in the amount of $97,915.00 (the
"Payroll Obligation"):
(a) Payment of Payroll Obligation: The parties acknowledge and agree
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that Claimant paid the Payroll Obligation on behalf of Divot, on the
date and in the manner set forth in Exhibit "B" attached hereto and by
this reference incorporated herein. The parties further acknowledge
that, following Claimant's payment of the Payroll Obligation on behalf
of Divot, Divot was indebted to Claimant in an amount equal to the
Payroll Obligation.
(b) Satisfaction of Debt and Release: The parties acknowledge and agree
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that Divot offered to Claimant, and Claimant accepted, certain items
of personal and corporate property in full and complete satisfaction
of any amounts owed by Divot to Claimant by virtue of Claimant's
satisfaction of the Payroll Obligation. The specific items of personal
property are listed in Exhibit "C" and by this reference incorporated
herein. Claimant hereby acknowledges receipt of said items in full
settlement of any debt owed by Divot to Claimant by virtue of
Claimant's payment of the Payroll Obligation on behalf of Divot.
Claimant further agrees that the release set forth in Section 2 of
this Agreement is intended to address any claim Claimant may have
against Divot in connection with Claimant's payment of the Payroll
Obligation.
4. Entire Agreement: This Agreement contains the entire agreement among the
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parties relating to the subject matter of this Agreement, supersedes any
and all oral or written understandings or agreements relating to its
subject matter, and may not be altered or amended except by an instrument
in writing signed by the party or parties to be charged.
5. Binding Agreement: This Agreement shall be binding upon and inure to the
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benefit of each of the parties hereto and their respective heirs,
executors, administrators, successors, and assigns. It shall be construed
and enforced in accordance with the laws of the State of New York.
6. Further Documents: Each party hereto further agrees to execute such
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documents and take such other steps as may be necessary to accomplish the
purposes herein.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first set forth above.
DIVOT GOLF CORPORATION CLAIMANT
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxxx
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Xxxxxx X. Xxxxxxx, Xxxx Xxxxxxxx
Chairman and C.E.O.
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EXHIBIT "A"
DOUBLE INDEMNITY AGREEMENT
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EXHIBIT "B"
Xxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
February 8, 1999
Xxxxxx X. Xxxxxxx Chairman & CEO
Divot Golf Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Dear Xxx:
Please let this letter serve as documentation of the agreements reached by you
and I during our negotiations over the past 3 months. Pursuant to paragraph 6
and the notice provisions contained therein, of the private placement memorandum
dated December 3, 1997, I have notified you that Divot Golf Corporation is in
default and that I have provided my demand that the company redeem my preferred
units per the terms of the agreement and as modified by our understandings
outlined below. Given the current circumstances of the company I consider this
prudent business given my investments in Divot and the potential for the loss of
the money I have invested.
The following represents the investments I have made along with payroll advances
from TeamStaff Companies. My initial investment was $225,000 plus the now
accrued interest, dividends and penalties of approximately $15,000. In addition,
during 1998, $60,000 was advanced as payroll, which was converted, to additional
preferred units per the same terms of the Private Placement Purchase Agreement.
The company issued me common shares in error. I have the certificates that need
to be returned to the company. Please provide me with an addendum to my Private
Placement Purchase Agreement evidencing the additional $60,000 in preferred
units and I will forward to you these common stock certificates. Additionally,
based on the agreements you and I made in December detailed below, I authorized
a second advance for payroll of $97,914. My conditions and our Agreements
reached as a condition of my providing these additional advances are summarized
below;
A. Agree to a structure regarding the redemption of my preferred
units. I agree to structure my demand for redemption of my
preferred stock through a combination of $300,000 converted to
debt and the balance of $225,000 I would retain as preferred
units. Divot has converted $300,000 of my redemption demand
into debt as evidenced by the promissory notes executed and
delivered to me on February 1, 1999. I still own the original
amount of preferred units in the amount of $225,000.
C. In December, 1998, I agreed to make available additional
payroll advances of up to $125,000, inclusive of any interest
and penalties per the terms of Client Service Agreement
between Divot and TeamStaff, provided that Divot execute a
separate promissory note for the $125,000 and that Divot agree
to secure both the new $125,000 note and the $300,000 note
referenced above. (in a total amount of $425,000) in the form
of a mortgage against both parcel 2 and parcel 11 in the World
Golf Village project. You agreed to these conditions and
provided me with the promissory notes and mortgage agreements,
which I have now recorded.
Now that we have these matters agreed to and documented, I am working as I said
I would to assist you in overcoming some of the obstacles the company faces. I
am interested in the potential acquisition of Xxxxxx Golf Inc. and traveled to
Boston February 9, 1999 to meet with you Xxxxxx Xxxxx and Citizens Bank to see
what can be done in the way of an acquisition. I have also had conversations
with other interested parties and will keep you updated.
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I have also initiated the process of negotiations with your landlord, One Tampa
City Center, for TeamStaff to assume the lease at One Tampa City Center for the
office space suite number 200 and 2550. We have been approved as tenants by the
landlord and are negotiating currently through Xxxxxxx & Wakefield to assume
that space as soon as possible. I can make no commitments on this outcome but am
hopeful we will be able to come to an agreement. As an inducement for TeamStaff
to assume your forward obligations under the lease we have agreed that all of
the furniture and fixtures currently resident at suite 200, One Tampa City
Center will be transferred at no cost to TeamStaff and in a manner which
TeamStaff dictates
I have also introduced you to some of my contacts that have a preliminary
interest in purchasing the properties at the World Golf Village. Good luck
during these difficult times for you and Divot Golf Corp.
Sincerely
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
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EXHIBIT "C"
Property Delivered in lieu of Debt
10 Hitachi Vision Book elite laptop computers
1 Office Suite
1 911 JRC personal property
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