PROFIT SHARING AGREEMENT
THIS PROFIT SHARING AGREEMENT, is made this _____ day of January, 1999,
by and between XXXX X. XXXXXX, of 0000 Xxxx Xxxx Xxxx, Xxxxxxxxxxx, XX 00000,
(hereinafter "Xxxxxx") and XXXXX HOLDINGS, INC., 0000 Xxxx Xxxx Xxxx,
Xxxxxxxxxxx, XX 00000, (hereinafter "XXXXX HOLDINGS") and Proactive
TECHNOLOGIES, INC., a Delaware corporation, whose post office address is 0000
Xxxxx Xxxxx Xxxxx, Xxxxxxxxxxx, XX 00000. (Hereinafter "PTE" or the "Company")
W I T N E S S E T H
WHEREAS, on or about January ____, 1999, the parties hereto have executed
or will execute a Stock Exchange Agreement whereby Xxxxxx will exchange
5,000,00 shares of restricted voting common stock of Proactive Technologies,
Inc. (AMEX:PTE) in exchange for 100% of the issued and outstanding shares of
Xxxxx Holdings, Inc., a wholly owned subsidiary of PTE.
WHEREAS, the Company, through its subsidiaries, Proactive First Holdings,
Inc., a Florida corporation, successor by Articles of Merger to Jamesmark,
Inc., a Florida corporation, Marketprice Properties, Inc., a Florida
corporation, North Beach Holdings, Inc., a Florida corporation and Proactive
First, Inc., a Florida corporation; Proactive First Holdings, Inc. of Georgia,
a Georgia corporation, Proactive First Holdings of Albany, Inc., a Georgia
corporation, Barrier Dunes Development Corporation, a Florida corporation, has
executed various obligations with various lenders on various property owned by
the Company through its subsidiaries, which obligations are in the form of
promissory notes secured by underlying mortgages on the various properties;
and
WHEREAS, as part and parcel of the above mentioned obligations secured by
property of the Company through its subsidiaries, Xxxxxx, and in some cases,
Xxxxxx'x spouse, XXXX XXXXXX, was required on many of the obligations to sign
as personal unconditional or conditional guarantor of said obligations.
WHEREAS, the parties have discussed this agreement and wish to
memorialize their agreement in writing.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
1.PTE, Xxxxxx and Xxxxx Holdings agree that the fair market value of the
real estate owned by Xxxxx Holdings ("Real Estate") is equal to One Million
Three Hundred Thousand Dollars and No Cents ($1,300,000.00) after reduction
for the Company's secured indebtedness on the Real Estate.
0.Xx the event Xxxxx Holdings sells the Real Estate in bulk prior to
April 1, 1999 for net profits in excess of One Million Three Hundred Thousand
Dollars ($1,300,000.00), Xxxxxx and Xxxxx Holdings agree to pay PTE all
profits in excess of One Million Three Hundred Thousand Dollars
($1,300,000.00). Net profits shall be equal to the total purchase price less
the following: assumption of debt, commissions and reasonable closing costs.
.
3.The parties agree that this profit sharing agreement and disgorging to
the company shall terminate and be null and void at 12:01 A.M. on Friday April
2, 1999.
4. Modification. The Company or Xxxxxx may amend, modify, or
supplement this Agreement in any manner as they mutually agree only in
writing.
5. Assignability. PTE or Xxxxxx may not assign this Agreement
without the express prior written consent of each other.
6. Binding Effect. This Agreement, together with all other
documentation delivered as exhibits or part of this transaction constitute the
entire agreement between the parties. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, assigns of the parties hereto.
7. Governing Law. This Agreement and Transaction is are made
pursuant to and will be construed under, the laws of Florida.
8. Severability. If any one or more of the provisions of this
Agreement shall, for any reason, be construed to be invalid, illegal or
unenforceable under applicable law, this Agreement shall be construed as if
the invalid, illegal or unenforceable provision had never been contained
therein. The remaining provisions of this Agreement shall be given effect to
the maximum extent then permitted by law.
IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement
on the date first written above.
"PTE" or "COMPANY""XXXXXX"
Proactive TECHNOLOGIES, INC.
_______________________________________ _____________________________
By: Xxxxxx X. Xxxxx, Vice President By:Xxxx X. Xxxxxx
Signed, sealed and delivered Signed, sealed and delivered
in the presence of in the presence of
___________________________ ______________________________
Unofficial Witness Unofficial Witness
____________________________ (SEAL) _____________________________ (SEAL)
Notary Public Notary Public
My commission expires: My commission expires:
___________________________ ______________________________
