EXHIBIT 10.1 - AGREEMENT FOR PAYMENT OF TAX OBLIGATIONS
1. Effective Date: April 30, 1996
2. Parties: Landmark International Inc
Nevada Corporation, hereinafter
Referred to as LII; and Gemini Financial Services Ltd., a Hong Kong based
Corporation, hereinafter referred to as GFS
3. Recitals:
A. LII is a Nevada Corporation, in good standing, with all fees and licenses
paid for.
B. GFS is a Hong Kong corporation, in good standing, with all fees and
licenses paid for.
C. LII's principal place of business is Santa Xxx, Orange County, California.
D. LII, a seller of GTE services, incurred debt in the form of unpaid
employee withholding taxes, employer payroll taxes and other associated
payroll tax that are now due and payable to the U.S. Government and the State
of California. In addition, LII incurred debt to accounting services and
debt to a subsidiary for additional unpaid payroll taxes.
E. Due to the nature of the tax and other obligations, LII cannot convert the
presently due tax and other obligations to common stock.
F. GFS has agreed to negotiate with and purchase the claims of all of the
taxing authorities and other debtors as part of LII's restructuring in
exchange for the compensation set forth below, and LII and GFS desire to set
forth their respective duties and responsibilities herein.
NOW, THEREFORE in consideration of the mutual covenants and promises of the
parties hereto, the parties agree as follows:
1. The Recitals set forth above are incorporated herein by this reference.
2. LII shall transfer to GFS three hundred and eighty thousand (380,000)
shares of Reg. S common stock LII to be liquidated by GFS to satisfy the
claims of any and all Federal, State and County and/or Municipal taxing
authority that has a claim against LII and/or any of LII's officers or
directors for and such tax incurred by LII, including any tax obligations
assumed by LII from any of its predecessors in interest. In addition, GFS
shall satisfy the claims of LII's external accountants.
3. GFS shall not enter into any payment agreement with any taxing authority
without first obtaining the approval of the Board of Directors of LII and
approval shall not be unreasonably withheld.
4. GFS shall provide LII with a full accounting of the liquidation of Reg. S.
stock, the payments made to each taxing authority and the balance remaining
to be paid on each claim on a quarterly basis, or more often as requested by
LII.
5. To the extent that GFS is able to negotiate discounts with the taxing
authorities and it is not necessary to liquidate the full number of shares to
fully satisfy the claims of the taxing authorities and obtain complete
releases for LII and any and all of its current and past officers and/or
directors who may have individual liability for such tax, GFS shall be
entitled to retain the balance of the stock as compensation for its efforts.
6. This Agreement shall be governed by the laws of the State of California
and any action to enforce the terms of this Agreement shall be brought in the
Superior Court. The prevailing party or parties in any such litigation shall
be entitled to a reasonable sum for its attorney's fees as determined by the
court in such litigation, together with the costs of the suit. In the event
that any party incurs any expenses in enforcing any of the provisions of this
Agreement, whether in or out of court, the other party agrees to pay such
expenses including reasonable attorney's fee.
7. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective legal representatives, successors and
assigns. GFS cannot assign its rights or responsibilities under this
Agreement without the approval of LII, which approval may be withheld by LII
for any reason or for no reason at all.
8. This Agreement shall constitute the entire agreement among the parties to
this Agreement with respect to the subject matter set forth above, and
supercedes all prior agreements or understandings, written or oral, of all of
the parties. Any modifications or alteration of this agreement shall be in
writing and shall not be enforceable unless and until it is executed by both
parties to this Agreement. Failure of any party to this Agreement to enforce
at any time any of the provisions of this Agreement shall in no way be
construed to be a waiver of such provisions, nor in any way affect the
validity of this Agreement or any party thereto or any right of any party
thereafter to enforce each and every provision of this Agreement. No waiver
of any breach of this Agreement shall be held to be a waiver of any other
subsequent breach.
IN WITNESS WHEREOF, the parties executed this Agreement on the date set
forth above.
LANDMARK INTERNATIONAL INC. GEMINI FINANCIAL SERVICES LTD.
_________________________________ _______________________________
By: By:
Its: Its:
