EXHIBIT 10.4
AGREEMENT
The following Agreement is made and entered into this 24th day of November,
2004, by, between, and among Associates Funding Group ("AFG"), CMLP Group
Ltd. ("CMLP") and Best Circuit Boards, Inc. ("BCB") (sometimes collectively
referred to as the "Parties").
WHEREAS, Integrated Performance Systems, Inc. ("IPS") and BCB have entered
into an Agreement and Plan of Merger dated October 22, 2004 in which BCB
will become a wholly owned subsidiary of IPS (the "Merger Transaction").
WHEREAS, the Parties mutually agree that it is in their best interest and
in the best interest of the Merger Transaction if the number of outstanding
shares of stock in IPS is reduced prior to the close of the Merger
Transaction.
WHEREAS, D. Xxxxxx Xxxxx ("Xxxxx") and IPS (as Transferors) executed a
"Stock Escrow and Security Agreement" with Xxxx Xxxxxx and Best Circuit
Boards, Inc. (as Transferees) on September 16, 2004, in which Transferors
transferred all shares of common stock held in IPS by Xxxxx or entities
affiliated with Xxxxx, specifically including AFG and CMLP, into escrow
as security for the payment of certain liabilities.
WHEREAS, the Parties wish to clarify their agreement regarding the giveback
of outstanding shares into the treasury of IPS.
NOW, THEREFORE, in consideration of the premises stated herein, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties do mutually agree as follows:
S1. AFG to Give Back Shares - AFG hereby agrees to transfer five million
seven hundred seventy-seven thousand four hundred eighty-three (5,777,483)
shares of IPS back into the treasury of IPS immediately prior to the closing
of the Merger Transaction.
S2. CMLP to Give Back Shares - CMLP hereby agrees to transfer two million
eight hundred fifty-six thousand five hundred seventeen (2,856,517) shares
IPS back into the treasury of IPS immediately prior to the closing of the
Merger Transaction.
S3. No Effect of Agreement on Stock Escrow and Security Agreement -
This Agreement in no way affects the Stock Escrow and Security Agreement
originally executed on September 16, 2004, and subsequently modified by an
addendum executed of even date herewith. In particular, this Agreement does
not obviate the requirement that Xxxxx deposit 75% of his total holdings
into escrow, whether held individually or in the name of an entity of which
Xxxxx is a shareholder, partner, member, or other equity stakeholder. The
shares transferred to the treasury pursuant to this Agreement shall not be
considered in computing the 75% of holdings to be deposited into escrow as
described.
SIGNED this the 24th day of November, 2004.
/s/ D. Xxxxxx Xxxxx /s/ Xxxx Xxxxxx
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Associates Funding Group Best Circuit Boards, Inc.
By: D. Xxxxxx Xxxxx By: Xxxx Xxxxxx
Its: President/Chairman Its: President/Chairman
/s/ D. Xxxxxx Xxxxx
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CMLP Group, Ltd.
By: D. Xxxxxx Xxxxx
Its: President/Chairman
