AGREEMENT
This agreement is made and entered into by and between FINANTRA
CAPITAL, INC., a Delaware corporation ("Finantra") ad MEDLEY GROUP, INC., a
Delaware corporation (Medley"). (Throughout this agreement Finantra and Medley
may be referred to as "Parties" for convenience.)
WITNESSETH:
WHEREAS, prior to Finantra's public offering in 1997, Finantra was a
subsidiary of Medley, and
WHEREAS, as of the date of this agreement Medley is indebted to
Finantra as a result of inter-company transactions in the sum of Six Hundred
Thirty Three Thousand Eighty Nine and 241100 Dollars ($633,089.24), and
WHEREAS, the Partes desire to document said Inter-company debt and
provide for the payment of same.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained and for the sun of Ten Dollars and such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. RECITALS: The above and foregoing recitals are true aud correct and
are incorporated herein.
2. INDEBTEDNESS: The panics acknowledge that as of the date of this
agreement Medley is indebted to Finantra in the sum of Six Hundred Thirty Three
Thousand Eighty Nine and 24/100 Dollars ($633,089.24). The indebtedness shall be
paid as follows:
2.1 Upon the execution of this agreement Medley shall pay to Finantra
the sum of Fifty Thousand and 00/100 Dollars ($50,000.00).
2.2 On or before 180 days from the date hereof Medley shall pay to
Finantra the sum of Fifty Thousand and 00/100 Dollars ($50,000.00).
2.3 Medley shall execute a Promissory Note in favor of Finantra in the
amount of Three Hundred Thirty Three Thousand Eighty Nine and 24/100 Dollars
($333,089.24), which Note shall be payable in equal monthly installments of
principal in the amount of Three Thousand Seven Hundred Fifty Three and 89/100
Dollars ($3,753.89) plus accrued interest at five (%) percent per annum with a
balloon installment in the sum of One Hundred Thousand and 00/100 Dollars
($100,000.00) plus accrued interest being due and payable in the 60th month. The
first payment to become due under the Promissory Note shall begin July 1, 1999.
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2.4 Credit for Consulting Services: The sum of Two Hundred Thousand and
00/100 Dollars ($200,000.00) shall be in the form of a credit for the services
to be provided by the Medley subsidiary, Business Development Resources, Inc.
who will provide an employee to perform business development in locating and
identifying target companies which can be acquired on terms acceptable to
Finantra.
3. MISCELLANEOUS .PROVISIONS:
3.1 Assignment: No party may assign its obligations or rights under
this agreement without the written consent of the other parties.
3.2 Modification: There are no other agreements, promises or
undertakings between the parties except as specifically set forth herein. No
alteration, change, modification or amendment to this agreement shall be made
except in writing and signed by the parties hereto.
3.3 Severability: If any provision or paragraph of this agreement is
deemed to be unlawful or unenforceable by any court, administrative agency or
statute, law or ordinance, the said provision or paragraph shall be severed from
this agreement without affecting the enforceability of the remainder of this
agreement. The parties shall make a good faith effort to redraft the severed
provision or paragraph consistent with the party's original intention but in
such a way as to be lawful and enforceable.
3.4 Binding Effect: This agreement supersedes and cancels any and all
other agreements referring to the subject matter herein. his agreement shall be
finding upon and inure to the benefit of the respective parties, their
successors and assigns, if applicable as well as to the heirs and legal
representatives of the parties hereto, if applicable.
3.5 Construction: This agreement shall be construed and enforced under
the laws of the state of Florida.
3.6 Counterparts: This agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
counterparts collectively shall constitute one instrument representing the
agreement between the parties.
3.7 Captions and Headers: The captions and headings of each section or
subsection in this agreement are for convenience of reference only and shall in
no manner or way whatsoever effect the interpretation or meaning of such section
or subsection.
3.8 Exhibits, The exhibits attached hereto together with all documents
incorporated by reference herein form an integral part of this agreement and are
hereby incorporated herein wherever reference is made to them to the same extent
as if they were set out in full at the point at which such reference is made.
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3.9 Attorney's Fees: The prevailing party in any litigation arising out
of the terms of this agreement shall be entitled to reimbursement of reasonable
attorney's fees and costs at the trial and appellate court level.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
this 31st day of December, 1998.
MEDLEY GROUP, INC.
By:
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XXXXXX X. PRESS, President
FINANTRA CAPITAL, INC.
By:
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