EXHIBIT 9
AGREEMENT
AGREEMENT made this 30 day of June, 1998 by and between XXXXX XXXXX
("Xxxxx") and XXXXX XXXXXX ("Xxxxxx"), each being a shareholder of Famous
Fixins, Inc., a New York corporation, and to be a shareholder of Spectrum
Resources, Inc. (to be renamed Famous Fixins Inc.), a Nevada corporation,
upon the closing of the Plan and Agreement of Reorganization dated May 28,
1998 (the "Acquisition Agreement"). Famous Fixins, Inc. and Spectrum
Resources, Inc. and/or the respective company's assigns or successors in
interest are collectively and individually referenced to as the "Company"
herein.
WHEREAS, each of Xxxxx and Xxxxxx xxxx it in their mutual best
interests in order to provide for continuity and harmony in the management
and policies of the Company.
WHEREAS, each of Xxxxx and Xxxxxx owns an equal number of shares of the
Company,
NOW THEREFORE, Xxxxx and Xxxxxx agree as follows:
1. This Agreement shall apply to all voting shares of the Company
beneficially held by Xxxxx and Xxxxxx as of the date of this Agreement and
pursuant to the closing of the Acquisition Agreement.
2. At all meetings of the Company's shareholders and/or directors
called for the purpose of electing directors, each of Xxxxx and Xxxxxx agrees
to vote his shares and/or votes for the election of each other as a director.
For the election of any additional director, each of Xxxxx and Xxxxxx shall
vote his shares for the election of each other's designee, provided that at
least two directorships shall need to be filled.
3. So long as Xxxxx and Xxxxxx are both shareholders of the Company,
each of Xxxxx and Xxxxxx agrees to vote as a shareholder and a director for
the election of Xxxxx as President and Chief Executive Officer and Xxxxxx as
Executive Vice President of the Company.
4. Each of Xxxxx and Xxxxxx agrees to take all such corporate action
as may be necessary or advisable, in the opinion of counsel for the Company,
to effectuate the intention of the foregoing clauses, including without
limitation the amendment of the Certificate of Incorporation of the Company,
if necessary.
5. Each of Xxxxx and Xxxxxx agrees not to offer to sell, sell,
transfer, assign, hypothecate, pledge or otherwise dispose of any beneficial
interest in his voting shares except subject to the terms of this Agreement,
unless prior written consent is obtained from the other party that such
shares shall not be subject to this Agreement. Each of Xxxxx and Xxxxxx
agrees that any shares sold in good faith to an independent third party in an
arms'-length transaction for fair market value, through a national securities
exchange as defined by the Securities Act of 1934, or through the National
Association of Securities Dealers, Inc. Over-The-Counter Bulletin Board shall
not be subject to this Agreement upon the close of any such sale.
6. Each of Xxxxx and Xxxxxx agrees that any stock certificates which
are held subject to this Agreement shall bear the following restrictive
legend or a similar legend of similar effect:
The sale, assignment, gift, bequest, transfer,
pledge, hypothecation, or other encumbrance or
disposition of the Shares represented by this
certificate is restricted by the terms of an
Agreement dated June ___, 1998 between Xxxxx Xxxxx
and Xxxxx Xxxxxx, which may be examined at the office
of the Company.
7. This Agreement shall be in effect for thirty-six months from the
date of this Agreement.
8. Each of Xxxxx and Xxxxxx agrees that this Agreement may be revoked
or terminated before thirty-six months from the date hereof only pursuant to
a written agreement referencing this Agreement, signed by each of Xxxxx and
Xxxxxx.
/s/ Xxxxx Xxxxx /s/Xxxxx Xxxxxx
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Xxxxx Xxxxx, Shareholder Xxxxx Xxxxxx, Shareholder
