Exhibit 10.3
AGREEMENT
This Agreement is made between Protocol Communications, Inc., a California
corporation ("Protocol") and TCS Enterprises, Inc., a California corporation,
and TCS Publishing, Inc., a California corporation (collectively, "TCS").
TCS and Protocol have agreed to settle all claims between them arising out of
the obligations owed to Protocol alleged in the Complaint for Breach of
Settlement Agreement, Etc., filed May 26, 1995, San Diego Superior Case No.
689163 on the following terms:
1. TCS agrees to produce and deliver the current issue of the
Bank Registers at its own expense on or before August 4, 1995.
2. TCS agrees to produce and deliver the current issue of the
Savings & Loan Register at its own expense on or before August 4, 1995.
3. On or before August 4, 1995, TCS agrees to deliver to Protocol all
files, documents, books and records relating to the Bank Register and the
Savings and Loan Register, including, but not limited to, the computer
hardware and software used to run the two Registers, the printer used to
print the two Registers, the library of books on file relating to the two
Registers, and all related records, documents, computer data and software.
4. Protocol shall take over production of the Bank Register and Savings &
Loan Register on August 4, 1995. As of that date, TCS assigns all right,
title and interest in the Bank Register and the Savings & Loan Register to
Protocol, including the right to receive payments related to the two
Registers.
Agreement
Protocol/TCS
Page 2
5. In addition, TCS agrees to immediately transfer and assign to Protocol
all payments received for the current and future issues of the Savings & Loan
Register or the Bank Register until August 4, 1995. Thereafter, all payments
received for any issue, past or present, will become the property of Protocol
and will be forwarded to Protocol upon receipt.
6. TCS agrees to assist Protocol in the process of transferring the
toll-free telephone number used by the Bank Register subscribers
(800-237-2837) from TCS's name to that of Protocol.
7. TCS agrees to immediately transfer and assign to Protocol all rights,
title and interest in the personal property and assets listed on Attachment
"A". The parties have agreed to the value of the property. The value of the
property received by Protocol in excess of $5,000 will be discounted by fifty
percent. At such time as Protocol is in receipt of all items listed on
Attachment "A", Protocol will issue a check to TCS in the amount equal to
fifty percent of the agreed upon cost of the property exceeding $5000.
8. For a period of 120 days from the date of this Agreement, TCS agrees to
provide technical advice, information and assistance to Protocol as needed
by Protocol to assist in transitioning publication of the Bank and Savings &
Loan Registers from TCS. This assistance is subject to the technical ability
and employment of qualified personnel by TCS at the time the assistance is
requested.
9. TCS agrees that TCS will not compete against the Bank Registers and
Savings & Loan Registers nor assist other parties from competing against
Protocol in this area.
Agreement
Protocol/TCS
Page 3
10. TCS agrees to release any restrictions on the transfer of stock by
Xxxxxx X. Xxxxx, and in return, Xxxxxx X. Xxxxx agrees he will not sell more
than 500 shares of stock per week through open market transactions. There
is no restriction on sales through private placement or other non-open market
transactions.
11. TCS agrees to deliver to Protocol the publishing software created by
Protocol and utilized by TCS Publishing since 1990, including the updated
tracking version. TCS agrees to install this software in the 486 computer
listed on Attachment "A". TCS further agrees to represent and warrant that
all software that was installed in the 486 computer and the Mac Quadra
computer at the time TCS and Protocol agreed on the price for each is still
and will remain on said computers until delivered to Protocol.
12. Xxx Xxxxxxx will make best efforts to assist Protocol in assuming the
publishing agreements set forth in the January 1995 Settlement Agreement,
specifically the AIA and the IIA Agreements.
PROTOCOL COMMUNICATIONS, INC.
/s/ Xxxxxx X. Xxxxx Date: July 14, 1995
------------------------------ --------------------------
Xxxxxx X. Xxxxx, President
/s/ Xxxxxx X. Xxxxx Date: July 14, 1995
------------------------------ --------------------------
Xxxxxx X. Xxxxx
TCS ENTERPRISES, INC.
/s/ Xxxxxx X. Xxxxx Date: 7-14-95
------------------------------ --------------------------
Xxxxxx X. Xxxxx
TCS PUBLISHING, INC.
/s/ Xxxxxx X. Xxxxx Date: 7-14-95
------------------------------ --------------------------
Xxxxxx X. Xxxxx
ADDENDUM TO AGREETMENT
Between Protocol Communications, Inc., TCS Enterprises, Inc.
and TCS Publishing, Inc.
Dated July 14,1995
This Agreement becomes effective immediately upon the dissolution of
Protocal's case number 689163 filed on May 26, 1995. Further, TCS and
Protocol agree to mutually release each other from any other claims.
PROTOCOL COMMUNICATIONS, INC.
/s/ Xxxxxx X. Xxxxx Date: July 14, 1995
--------------------------------- ------------------------
Xxxxxx X. Xxxxx, President
/s/ Xxxxxx X. Xxxxx Date: July 14, 1995
--------------------------------- ------------------------
Xxxxxx X. Xxxxx
TCS ENTERPRISES, INC.
/s/ Xxxxxx X. Xxxxx Date: 7-14-95
------------------------------ --------------------------
Xxxxxx X. Xxxxx
TCS PUBLISHING, INC.
/s/ Xxxxxx X. Xxxxx Date: 7-14-95
------------------------------ --------------------------
Xxxxxx X. Xxxxx
ATTACHMENT 'A'
ITEM DESCRIPTION
1. 486 COMPAQ w/monitor & installed software.
2. Mac Quadra w/monitor & installed software.
3. HP III SI Printer
4. Fax machine
5. Copier, Sharp 9500
6. Executive Desk
7. Executive Credenza
8. Leather Side Chair
9. Leather Side Chair
10. Secretarial Chair
11. Secretarial Chair
12. Secretarial Chair
13. Secretarial Chair
14. Two-Drawer Legal Size File Cabinet (2)
15. Four-Drawer Letter Size File Cabinet with locks (3)
Agreed upon value is $5,510
