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Exhibit 10.1
SUCCESSION PLAN AND AGREEMENT
THIS SUCCESSION PLAN AND AGREEMENT ("Agreement") is entered into and
effective as of the 12th day of October, 1999, by and among XXXXXXX X.
XXXXXXXXX, XX. as well as any corporation, partnership, limited liability
company or any other entity controlled by Xxxxxxxxx or his Spouse including
Trilogy Capital Group, Inc. ("Xxxxxxxxx"), XXXXXX XXXXXXXXX ("Spouse"), XXXXXX
X. XXXXXXXXX ("Xxxxxxxxx"), XXXX XXXXXX DIRECT, INC. ("GPD"), its subsidiaries
RHINO MARKETING, INC., G.P. DIRECT, INC., XXXXXXX-XXXX.XXX, INC. AND GRAN PRIX
MARKETING, INC. (collectively, the "Subsidiaries"), XXXXXX X. GALLAGHER,
GALLAGHER, XXXXXX & XXXXXX, XXXXXXX X. XXXXXXX, XXXXX XXXXX, XXXXXXX XXXXX and
XXX XXXXX as principal of LAVA INVESTMENTS LIMITED (the "Shareholder Group"
inclusive of Xxxxxxxxx, Xxxxxx & Xxxxxx notwithstanding the fact that they are
not shareholders), XXXX XXXXXX GOLF EQUIPMENT and THE XXXX XXXXXX GROUP,
(collectively, Xxxx Xxxxxx Golf Equipment Company and The Xxxx Xxxxxx Group
shall be referred to as "Player"), XXXX X. XXXXXX ("Xxxxxx"), J. XXXX XXXXXX
("Xxxxxx"), and STONE PINE VENTURE LENDING, LLC and its affiliated companies
("Stone Pine").
RECITALS
X. Xxxxxxxxx has been employed as an officer of GPD pursuant to a
written employment agreement between Xxxxxxxxx and Golf One Industries, Inc.
dated May 31, 1998 as amended (the "Employment Agreement"), and served on its
Board of Directors.
B. On or about May 22, 1998, Golf One Industries, Inc. and Xxxxxxxxx
entered into an Indemnification Agreement (the "Indemnification Agreement")
which Indemnification Agreement shall survive the execution and delivery of this
Agreement. On or about May 22, 1998, Golf One Industries, Inc. and Xxxxxxxxx
entered into an Indemnification Agreement (the "Xxxxxxxxx Indemnification
Agreement) which Xxxxxxxxx Indemnification Agreement shall survive the execution
and delivery of this Agreement except as provided herein.
C. On or about March 26,1999, Golf One Industries, Inc. merged with and
into Grafix Corporation and in connection therewith, Grafix Corporation changed
its name to Xxxx Xxxxxx Direct, Inc. and the Employment Agreement was assumed by
Xxxx Xxxxxx Direct, Inc.
D. As of the effectiveness of this Agreement, GPD has terminated
Xxxxxxxxx' employment without cause.
E. A Special Meeting of the Board of Directors of GPD was held on
October 12, 1999 (the "Board Meeting") appointing Xxxxxx X. Xxxxxxxxx, Xxxx X.
Player and Xxx Xxxxxxxx to GPD's and the Subsidiaries Boards of Directors. This
Agreement was approved at the Board Meeting.
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X. Xxxxxxxxx has served as a Director of Golf One Industries and GPD
since 1995 and in connection with the execution of this Agreement has agreed to
resign from the Boards of Directors of GPD and the Subsidiaries on the
effectiveness of this Agreement.
G. Xxxxxx X. Xxxxxxxxx has served as a Director of Golf One Industries
and GPD since July of 1996 and in connection with the execution of this
Agreement has agreed to resign from all of his offices (if any) and director
positions with GPD and the Subsidiaries on the effectiveness of this Agreement.
H. In order to effect a smooth transition for the sake of GPD, the
parties desire to enter into an amicable resolution relating to the end of the
employment relationship between GPD and Xxxxxxxxx.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth below, and intending to be legally bound thereby, the parties agree as
follows:
1. Xxxxxxxxx and Xxxxxxxxx confirm that they have conducted a Special
Meeting of the Board of Directors of GPD (the "Board Meeting") on October 12,
1999 with the minutes of said Board meeting attached as Exhibit 3.0 appointing
the new directors of GPD and the Subsidiaries, which Xxxxxxxxx and Xxxxxxxxx
attended as their last acts as a member of GPD's and the Subsidiaries' Boards of
Directors, which actions shall be effective as of the effectiveness of this
Agreement. At the Board Meeting (i) Xxxxxx Xxxxxxxxx, Xxxx X. Player and Xxx
Xxxxxxxx were appointed to fill vacancies on the Board; (ii) the Board of
Directors appointed Xxxxxxxxx as Interim Chairman of the Board; (iii) the Board
of Directors approved this Agreement, with Xxxxxxxxx and Xxxxxxxxx abstaining;
and (iv) the Board of Directors approved the indemnification agreements for the
appointed directors and officers of GPD and the Subsidiaries.
2. Xxxxxxxxx hereby resigns as a Director of GPD and the Subsidiaries
and tenders his resignations from any committees to which he was appointed as of
the effectiveness of this Agreement. This Agreement shall be deemed effective as
of the termination of the Board of Directors Meeting referenced in Section 1.0
above.
3. Xxxxxxxxx hereby resigns as a Director of GPD and the Subsidiaries
and tenders his resignations from any committees to which he was appointed as of
the effectiveness of this Agreement.
4. GPD represents and warrants that there is a director and officer
insurance policy in full force and effect (with all premiums paid) as of the
effective date of this Agreement with Genesis Insurance Company with a coverage
limit of $1,000,000 and a deductible limit of $50,000 non-SEC related and
$100,000 security related.
5. GPD hereby terminates Xxxxxxxxx' employment without cause as of the
effectiveness of this Agreement.
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6. GPD and Xxxxxxxxx mutually agree that the Indemnification Agreement
shall remain in full force and effect. In addition, Xxxxxxxxx represents and
warrants that he, his Spouse and any other entity controlled by them
beneficially own, as defined in Section 13(d) of the Securities Exchange Act of
1934, such shares of common stock of the Company as set forth in Exhibit 6.0.
Exhibit 6.0 also describes the consideration paid for each of the shares set
forth on Exhibit 6.0. Xxxxxxxxx and GPD agree that the Indemnification Agreement
shall not cover any claims made under this Agreement. GPD shall engage
counsel,as soon as possible following the execution of the Agreement, and upon
payment of the legal fees to issue a legal opinion to the effect that upon
issuance of the 90,000 shares set forth in Exhibit 6.0 to Xxxxxxxxx (the
"Post-Agreement Shares"), such shares will be validly issued, fully paid and
non-assessable shares of GPD. The issuance of the Post-Agreement Shares shall be
conditioned upon the receipt of the legal opinion referenced above. GPD will
promptly provide to such counsel such officer certificates as is typically
required by counsel in connection with rendering such an opinion, including a
certified copy of the Board resolution (if any) authorizing the issuance of such
shares for prior services rendered by Xxxxxxxxx as a director. Exhibit 6.1
contains a listing of threatened or pending litigation and is inserted for
informational purposes only.
7. Xxxxxxxxx acknowledges that he has been paid all salary due and
accrued through September 30, 1999. The balance of unpaid salary through the
effective date of this Agreement shall be paid out of the first equity financing
received by GPD, but in no event no later than November 30, 1999.
8. Messrs. Xxxxxxxxx, Xxxx X. Player, Xxx Xxxxxxxx and Xxxx X.Xxxxxxxx
and GPD shall enter into Indemnification Agreements for the benefit of Messrs.
Xxxxxxxxx, Player and Casareto and Xx. Xxxxxxxx for serving in their roles as
directors and/or officers of GPD.
9. Except as provided below, Xxxxxxxxx hereby delivers any property of
GPD, including but not limited to any cell phones, pagers or corporate credit
cards of GPD, in his possession. Xxxxxxxxx hereby agrees to be taken off any and
all corporate accounts as an authorized agent or signatory and shall execute
such documents necessary to effectuate such release. Xxxxxxxxx agrees that
attorneys' fees incurred by him in connection with the negotiation of this
Agreement are his sole responsibility. GPD will forward to Xxxxxxxxx all of his
personal effects. Xxxxxxxxx acknowledges that all files relating to the business
of GPD or about golf equipment production or internet marketing are the files of
GPD and that he has no right to any such files or the copies thereof. Upon the
effectiveness of this Agreement, Xxxxxxxxx recognizes, agrees and acknowledges
that he has no further authority whatsoever to sign any contracts, agreements,
documents, checks, purchase orders or make any representations whatsoever that
he has authority to bind in any manner whatsoever GPD or the Subsidiaries to any
contracts, agreements or commitments. Xxxxxxxxx agrees to cooperate with GPD to
the extent necessary in communicating the terms of this Succession Plan and
Agreement with any banks, vendors, creditors or third parties. Xxxxxxxxx, at his
own cost and expense, may make copies of all business records that were either
addressed to him or authored by him and shall be entitled to have access to and
make copies of any other records of GPD and the Subsidiaries in connection with
Xxxxxxxxx' review of his expense reports and in defending any actions or claims
against him including, without limitation, any claims by third party vendors or
claims by any creditors with respect to obligations which Xxxxxxxxx has
guaranteed. In addition,
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Xxxxxxxxx agrees to cooperate in the defense of any pending litigation against
GPD and/or the Subsidiaries with such compensation to be agreed by GPD and
Xxxxxxxxx in advance including payment of any out-of-pocket expenses including
travel for attending any depositions or legal proceedings involving GPD and/or
the Subsidiaries. GPD's counsel will represent Xxxxxxxxx at any depositions that
he is required to attend on behalf of GPD and/or the Subsidiaries or GPD will
assume the cost of his attorney's fees if GPD's counsel cannot represent him.
Xxxxxxxxx shall be entitled to retain the personal home computer, personal fax
machine, Palm Pilot computer and laptop computer by paying GPD $1,000 for this
equipment with such payment to be made by the and offset against any unpaid
expenses or salary due and owing to Xxxxxxxxx under this Agreement. GPD
acknowledges and agrees that Xxxxxxxxx has previously received and may retain
certain golf clubs manufactured by GPD and the Subsidiaries.
10. Xxxxxxxxx and GPD agree that any expenses incurred by Xxxxxxxxx and
paid for by GPD or the Subsidiaries before the date of this Agreement (the
"Pre-Agreement Expenses") that were not reasonably in furtherance of a valid
corporate business purpose of GPD (taking into consideration Xxxxxxxxx'
Employment Agreement and the then existing policies of the Board of Directors of
GPD or their Subsidiaries) will be a personal obligation of Xxxxxxxxx and not an
obligation of GPD or the Subsidiaries. GPD and the Subsidiaries acknowledge that
GPD and the Subsidiaries cannot challenge the actual amount of a charge so long
as it is reasonably in furtherance of a valid business purpose of GPD. GPD and
the Subsidiaries shall have a period of ninety (90) days from and after the
effective date of this Agreement to review any Pre-Agreement Expenses. In the
event that GPD or the Subsidiaries do not challenge any Pre-Agreement Expenses
within this ninety (90) day period, neither GPD nor the Subsidiaries shall
institute any action to challenge such Pre-Agreement Expenses. In the event that
GPD or the Subsidiaries challenge Pre-Agreement Expenses, GPD and the
Subsidiaries shall notify Xxxxxxxxx in writing and Xxxxxxxxx shall have a period
of seven (7) days following written notice of such challenge to correct, agree
or reject any challenge in whole or in part. Once GPD and the Subsidiaries are
in receipt of Xx. Xxxxxxxxx' objection, they shall have seven (7) days to review
the objection of Xx. Xxxxxxxxx. In the event that Xxxxxxxxx, GPD or the
Subsidiaries cannot resolve the issue of the Pre-Agreement Expenses, the two
parties shall each select an arbiter and the arbiters shall select a third
arbiter with the decision of the arbiters being binding upon GPD, the
Subsidiaries and Xxxxxxxxx. In the event that the arbiters' decision is that
Xxxxxxxxx was not entitled to all or any part of Pre-Agreement Expenses and
Xxxxxxxxx is responsible to repay more than $2,500.00 to GPD or the
Subsidiaries, Xxxxxxxxx shall have the option to execute a promissory note
agreeing to reimburse GPD or the Subsidiaries for the refundable Pre-Agreement
Expenses with such note to bear interest at 7.5% per annum and be due and
payable two (2) years from its issuance date and GPD and the Subsidiaries agree
that they shall bring no action against Xxxxxxxxx with respect to the
Pre-Agreement Expenses unless there is a default under the note. GPD and the
Subsidiaries agree that this is their sole remedy against Xxxxxxxxx with respect
to recovery of Pre-Agreement Expenses, and agree not to bring any action or
claim against Xxxxxxxxx except for breach of the note. With respect to those
expenses that have been incurred but not yet paid as of the effective date of
this Agreement (the "Post-Agreement Expenses"), GPD, the Subsidiaries as well as
Xxxxxxxxx agree that they shall be resolved by October 26, 1999 with a partial
payment being made on the date hereof of $10,000. In the event that the
Post-Agreement Expenses cannot be mutually resolved, the arbitration process
outlined above will also be utilized with GPD and the Subsidiaries obligated to
notify Xxxxxxxxx by October 26, 1999
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that they object in whole or in part to the Post-Agreement Expenses identifying
those expenses to which it objects. Any expenses to which they do not object by
5:00 P.M. California time on October 26, 1999 shall be deemed accepted by GPD
and shall be paid immediately. If Xxxxxxxxx desires to make a claim for the
expenses objected to by GPD, he shall notify GPD within seven (7) days of
receipt of the objection notice, in which event GPD and Xxxxxxxxx will attempt
to reach a resolution of the issue. In the event that Xxxxxxxxx, GPD or the
Subsidiaries cannot resolve the issue of the Post-Agreement Expenses, the
parties shall then utilize the arbitration procedure outlined above for the
Pre-Agreement Expenses. In the event that the arbiters determine that Xxxxxxxxx
was entitled to all or any portion of the Post-Agreement Expenses, they shall be
paid immediately. GPD shall pay Xxxxxxxxx' hotel xxxx from the effectiveness of
this Agreement until October 31, 1999.
11. Player hereby acknowledges that a certain License Agreement between
Player and GPD whereby GPD was granted a 20-year exclusive right to use the name
and likeness of Xxxx Xxxxxx and ancillary marks in North America in connection
with the manufacture, marketing, distribution and exploitation of golf clubs,
accessories and apparel is in default as of the date hereof but shall be amended
and will be in full force and effect within seven (7) business days of the
effective date of this Agreement pursuant to such amendment, a copy of which
amended License Agreement will be attached hereto as Exhibit 11.0 and currently
is subject to certain claims of Player for unpaid royalties and license fees as
described on Exhibit 11.1. In addition, Player agrees and acknowledges that the
Asset Purchase Agreement entered into between GPD and Player is in default as of
the date hereof but the provisions of such Asset Purchase Agreement shall be
amended to provide, among other things, an extension of the Asset Purchase
Agreement for a period of sixty (60) days from and after the date hereof and
will be in full force and effect within seven (7) business days of the effective
date of this Agreement pursuant to such amendment and in connection with the
execution of this Agreement, which amended Asset Purchase Agreement is attached
hereto as Exhibit 11.2. Player hereby agrees to permit Xxx Xxxxxxxx and Xxxx X.
Player to serve on the Board of Directors of GPD on an interim basis or for a
full term of office if they are elected by the shareholders of GPD.
12. Xxxxxxxxx and GPD agree that Xxxxxxxxx' Employment Agreement is
being terminated by GPD without cause, provided, however, Xxxxxxxxx agrees not
to pursue or institute any action for termination without cause or otherwise
under the Employment Agreement unless GPD or any Subsidiary institutes an action
against Xxxxxxxxx (other than an action for breach of this Agreement or any
claim relating to embezzlement of GPD corporate funds or assets). In addition,
neither GPD and the Subsidiaries nor Xxxxxxxxx and his Spouse, may make any
claim against the other for any matter pertaining to employment or directorship
after the second anniversary of the effective date of this Agreement (excluding
claims under the Indemnification Agreement and claims under this Agreement
including claims Xxxxxxxxx may have pursuant to obligations of GPD or its
Subsidiaries guaranteed by Xxxxxxxxx). In the event that one party to this
Agreement institutes an action against another party the two year limitation
referenced in the immediately preceding sentence shall not apply to the party
who has been the subject of such action or proceeding.
13. The parties hereto shall not disparage or make any statements of a
negative nature regarding any of the parties to this Agreement and shall be
supportive of GPD and its Subsidiaries in its efforts to effectuate this
Succession Plan and Agreement outlined herein. No party may issue
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a press release announcing or describing this Agreement or the succession plan
without the prior approval of GPD and Xxxxxxxxx, which approval will not be
unreasonably withheld.
14. Xxxxxxxxx shall advise GPD in writing whether he chooses to
exercise his COBRA rights (if any) within thirty (30) days of the date hereof.
15. The Shareholder Group, Xxxxxx, Xxxxx Pine, Xxxxxx and Player hereby
release, remise and forever discharge Xxxxxxxxx, his Spouse, Xxxxxxxxx and their
assigns of and from any and all existing manner of claims, damages, demands,
obligations, causes of action or rights of action or claims for relief whether
known or unknown at the time of the execution of this Agreement (except for any
breach of this Agreement) which the Shareholder Group, Xxxxxx, Stone Pine,
Xxxxxx and Player, may have, had or may come to have against Xxxxxxxxx, his
Spouse or Xxxxxxxxx from the beginning of the world to the date of these
presents. The Shareholder Group, Xxxxxx, Stone Pine, Xxxxxx and Player forever
covenant and agree not to commence any legal or equitable proceeding against
Xxxxxxxxx, his Spouse or Xxxxxxxxx in connection with Xxxxxxxxx' or Xxxxxxxxx'x
affiliation with GPD. The within releases in this Section 15 and covenant not to
xxx shall also apply to any corporation (except for GPD and the Subsidiaries),
partnership, limited liability or other entity controlled by the Shareholder
Group, Xxxxxx, Xxxxx Pine, Xxxxxx and Player.
16. The releases contained herein by the Shareholder Group, Xxxxxx,
Stone Pine, Friedland, Xxxxxx and Player shall not include any release of
Xxxxxxxxx of any monies owed by Xxxxxxxxx to the parties to this Agreement other
than GPD and the Subsidiaries as set forth on Exhibit 16.0.
17. GPD and the parties hereto agree and acknowledge that GPD and the
parties hereto shall not raise any objection to the sale by Xxxxxxxxx of any
common stock of GPD that he legally and rightfully owns provided Xxxxxxxxx
complies with all Federal and State securities laws applicable to such sales.
GPD shall instruct its counsel to handle any matters with the GPD transfer agent
in order to effectuate any such sales. Notwithstanding anything to the contained
in this Agreement to the contrary, Xxxxxxxxx recognizes and acknowledges that
the Company has an extreme working capital deficit and liquidity crisis and that
the sale of all the shares on any one occasion may jeopardize GPD's ability to
raise critical capital. Accordingly, Xxxxxxxxx agrees that he shall not sell,
pursuant to Rule 144 under the Securities Act of 1933, as amended, more than
50,000 shares of his common stock during any calendar month from and after the
effective date of this Agreement but all such resale restrictions shall be
terminate on June 1, 2000. Xxxxxxxxx may sell more than 50,000 shares in a
private resale transaction provided such transferee or buyer agrees to legend
the sold securities restricting them from resale until April 1, 2000.
18. Xxxxxxxxx agrees that for a period of three (3) years following the
date of his execution of this Agreement, he will not engage in the direct
marketing of golf equipment, accessories and apparel either personally or on
behalf of any company, individual, or entity with whom he may be associated in
any capacity as employee, partner, owner, stockholder, member, co-venturer,
principal, agent, or otherwise within the United States, Canada and any U.S.
territories without the written consent of GPD.
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19. Xxxxxxxxx further agrees that, for a period of three (3) years,
Xxxxxxxxx shall not solicit business, not accept either solicited or unsolicited
business, which relates to golf equipment, accessories and apparel for himself
or for any company, individual, or entity with whom he may be associated as an
employee, partner, owner, principal, agent, or other capacity, from any other
person or entity who was an existing vendor or customer as of the date of
Xxxxxxxxx' execution of this Agreement without the written consent of GPD.
20. Xxxxxxxxx recognizes that GPD's employees are a valuable resource
of GPD. Accordingly, Xxxxxxxxx agrees that for a period of three (3) years after
the execution of this Agreement, Xxxxxxxxx will not, alone or in conjunction
with others, solicit, induce or otherwise recruit any person who is as of the
date of this Agreement an employee of GPD to leave GPD's employ.
21. Xxxxxxxxx understands that the provisions of paragraphs 10, 13, 17,
18, 19, 20 and 22 are material terms to this Agreement and that any breach of
these provisions would result in irreparable harm and injury to GPD. Therefore,
Xxxxxxxxx agrees that a court may enjoin and restrain him from violating the
terms of paragraphs 10, 13, 17, 18, 19, 20 and 22 without the necessity of
posting a bond.
22. Xxxxxxxxx recognizes that in his capacity as an officer of GPD, he
had access to Highly Confidential Business Information. "Highly Confidential
Business Information" is defined as unique and extraordinary information
obtained by Xxxxxxxxx based solely on his position with GPD. Highly Confidential
Business Information is not intended to include business information that is
available in the public domain or information that was possessed by Xxxxxxxxx
prior to his employment with GPD. Xxxxxxxxx agrees that he will not and has not,
at any time, disclosed, reproduced, assigned or transferred to any person, firm,
corporation or other business entity, except as required by law, any Highly
Confidential Business Information concerning the business, finances, client
affairs, business plans, strategies, methods, devices, apparatus, preparations,
results from ongoing investigation by others, and present and future plans of
GPD, its subsidiaries or any company formed or funded by GPD at any time for any
reason or purpose whatsoever, without GPD's express written consent, nor shall
Xxxxxxxxx make use of any such Highly Confidential Business Information for his
own purposes or for the benefit of any person, firm, corporation or other
business entity, except GPD.
23. PROVIDED NEITHER GPD NOR ANY SUBSIDIARY INSTITUTES AN ACTION
AGAINST XXXXXXXXX AND/OR HIS SPOUSE OTHER THAN FOR BREACH OF THIS AGREEMENT OR
ANY CLAIM FOR EMBEZZLEMENT OF GPD CORPORATE FUNDS OR ASSETS, pursuant to the
Older Worker Benefits Protection Act ("OWBPA"), Xxxxxxxxx acknowledges that he
waives his rights or claims only in exchange for consideration over and above
any other benefits and payments to which he is otherwise entitled. The parties
acknowledge that Xxxxxxxxx has not been given at least twenty-one (21) days
within which to consider this Agreement ("21-day consideration period").
PROVIDED NEITHER GPD NOR ANY SUBSIDIARY INSTITUTES AN ACTION AGAINST XXXXXXXXX
AND/OR HIS SPOUSE OTHER THAN FOR BREACH OF THIS AGREEMENT OR ANY CLAIM FOR
EMBEZZLEMENT OF GPD CORPORATE FUNDS OR ASSETS, by signing this Agreement
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before the 21-day consideration period has expired, however, Xxxxxxxxx certifies
that by his own interest he freely, expressly and knowingly waives the 21-day
consideration period required under OWBPA.
24. Xxxxxxxxx, and his Spouse, hereby for themselves, their marital
community (if any), heirs, personal representatives and assigns, forever
releases and discharges Player, Stone Pine, Bagley, Kucher, Friedland, the
Shareholder Group and each of their successors, assigns, agents, affiliates,
employees, attorneys, consultants, personal representatives, partners, officers,
directors (excluding GPD and any Subsidiary) and each and every other person
that is or might be liable, directly or indirectly, of and from any and all
existing manner of claims, demands, causes of action and other claims for
damages or relief, whether known or unknown at the time of the execution of this
Agreement (except for any breach of this Agreement) from the beginning of the
World to the date of these presents. Xxxxxxxxx and his Spouse, hereby for
themselves, their heirs, personal representatives and assigns forever covenant
and agree not to commence for any reason whatsoever any legal or equitable
proceeding against the Shareholder Group, Xxxxxxxxx, Stone Pine, Bagley, Kucher,
Player and each of their successors, assigns agents, affiliates, employees,
attorneys, consultants, partners, officers and directors (excluding GPD and any
Subsidiary). It is the expressed understanding of the parties hereto that in
consideration for the execution of this Agreement, Xxxxxxxxx and his Spouse
agree that they shall never commence as a shareholder, or otherwise, an action
against Player, Stone Pine, Bagley, Kucher, Xxxxxxxxx and the Shareholder Group.
The within releases in this Section 24 and covenant not to xxx shall also apply
to any corporation, partnership, limited liability company or other entity
controlled by Xxxxxxxxx and his Spouse.
25. PROVIDED NEITHER GPD NOR ANY SUBSIDIARY INSTITUTES AN ACTION
AGAINST XXXXXXXXX AND/OR HIS SPOUSE OTHER THAN FOR BREACH OF THIS AGREEMENT OR
ANY CLAIM FOR EMBEZZLEMENT OF GPD CORPORATE FUNDS OR ASSETS, Xxxxxxxxx will not
commence a claim, lawsuit, or other cause of action against GPD or the
Subsidiaries arising under Title VII of the Civil Rights Acts of 1964, as
amended; the Age Discrimination in Employment Act; the Americans with
Disabilities Act; the Family and Medical Leave Act; the Employee Retirement
Income Security Act ("ERISA") and any applicable state law equivalent of the
foregoing federal statutes; or any other applicable federal, state or local
statute.
26. On the effectiveness of this Agreement, GPD shall forgive the
principal plus interest of a certain loan made to Trilogy in the amount of
$142,160.00 in March of 1996 that was made in lieu of fees payable to Trilogy
for services rendered in connection with GPD's formation and the acquisition of
Rhino Marketing, Inc. and financing activities. In addition, Xx. Xxxxxxxxx
hereby tenders 5,000 shares of his common stock that served as collateral for
the loan for cancellation.
27. Notwithstanding any provisions to the contrary contained in this
Agreement, the parties acknowledge that Xxxxxxxxx is a guarantor on certain
corporate obligations set forth on Exhibit 27 attached hereto on behalf of GPD
and the Subsidiaries (the "Guaranteed Obligations"). GPD hereby indemnifies and
holds Xxxxxxxxx harmless from any loss, liability, cost or expense (including
attorneys fees) in connection with any action, lawsuit, proceeding or claim made
against Xxxxxxxxx for payment of the Guaranteed Obligations or enforcement of
the guarantees. In the event
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that Xxxxxxxxx is required to satisfy Guaranteed Obligations, he shall be
subrogated to the rights of these creditors and shall not be precluded from
commencing an action against GPD or the Subsidiaries, but not the other parties
hereto, to reimburse him for any payments that he has made in connection with
said corporate obligations of GPD and the Subsidiaries. Essentially Xxxxxxxxx
shall be subrogated to the rights of these creditors with respect to any claims
against GPD and the Subsidiaries that he has in fact paid. In the event that GPD
settles Guaranteed Obligations for less than the full amount of the stated
claim, that has been guaranteed by Xxxxxxxxx, GPD shall obtain a release in
favor of Xxxxxxxxx and the cancellation of his guarantee.
28. Exhibit 28 identifies shares of common stock of GPD which the Board
of Directors of GPD has authorized to be issued prior to the date hereof, for
which the consideration therefor has been received by GPD, but which
certificates have not been issued. Xxxxxxxxx and GPD represent and warrant that
these shares have been duly authorized by the Board of Directors. The
Shareholder Group agrees that it has no objection to the issuance of the shares
to Xxxxxxxxx and Xxxxxxxxx as set forth on Exhibit 28.0 conditioned upon the
issuance of the legal opinion described herein.
29. In connection with the negotiation, preparation and execution of
this Agreement during the past forty-five (45) days, GPD shall pay the legal
fees of Xxxxxxxxx, Xxxxxx & Xxxxxx plus disbursements. GPD acknowledges and
represents that GPD has not been represented by the law firm of Xxxxxxxxx,
Xxxxxx & Xxxxxx or Xxxxxx X. Xxxxxxxxx but has, in fact, been represented by
Saphier, Rein & Xxxxxx. GPD shall pay all legal fees and disbursements of
Saphier, Rein & Xxxxxx for its representation of GPD in connection with the
negotiation, preparation and execution of this Agreement. This is in addition to
other legal fees owed by GPD to Saphier, Rein & Xxxxxx.
30. All notices, demands or requests required or permitted by this
Agreement shall be in writing and unless otherwise specified in the written
notice by the respective parties or any of them, shall be sent to the parties at
their respective addresses set forth in Exhibit 30.0.
31. Each such notice, demand or request shall be sent by personal
delivery, or by United States Mail registered or certified mail, return receipt
requested, or by Federal Express or other similar overnight delivery service,
postage prepaid or via fax, to its addressee at its address as set forth on
Exhibit 30.0. Each such notice, demand or request (i) if deposited in the U.S.
Mail as provided above shall be deemed to have been received by its addressee on
the third (3rd) business day after the day of mailing, (ii) if so deposited with
Federal Express or another similar overnight delivery service in accordance with
such service's requirements for delivery on the next business day, shall be
deemed to have been received by its addressee on the next business day after the
day of deposit, and (iii) if sent by fax, shall be deemed to have been received
by its addressee on the next business day after being sent by fax. Any notice to
a party hereto shall be deemed valid if sent to the address set forth in Exhibit
30 unless written notice is sent confirming a new address for a party hereto.
32. Xxxxxxxxx, his heirs, personal representatives and assigns, forever
releases and discharges Xxxxxxxxx, his Spouse, Player, Stone Pine, Bagley,
Kucher, the Shareholder Group, and each of the successors, assigns, agents,
affiliates, employees, attorneys, consultants, personal representatives,
partners, officers, directors and each and every other person that is or might
be
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liable, directly or indirectly, of and from any and all existing manner of
claims, demands, causes of action and other claims for damages or relief,
whether known or unknown at the time of the execution of this Agreement, (except
for any breach of this Agreement) from the beginning of the World to date of
these presents. Xxxxxxxxx, as well as his heirs, personal representatives and
assigns forever covenants and agrees not to commence for any reason whatsoever
any legal or equitable proceeding against Xxxxxxxxx, his Spouse, the Shareholder
Group, Stone Pine, Bagley, Kucher, Player, and each of their successors, assigns
agents, affiliates, employees, attorneys, consultants, partners, officers and
directors. It is the expressed understanding of the parties hereto that in
consideration for the execution of this Agreement, Xxxxxxxxx agrees that he
shall never commence as a shareholder, or otherwise, an action against
Xxxxxxxxx, his Spouse, Player, Stone Pine, Bagley, Xxxxxx or the Shareholder
Group. The within release in this Section 32 and covenant not to xxx shall also
apply to any corporation, partnership, limited liability company or other entity
controlled by Xxxxxxxxx. In addition, GPD agrees that it shall issue the shares
set forth on Exhibit 28.0 to Xxxxxxxxx as well as reimburse him $15,000.00 for
amounts that he has paid on behalf of GPD as well as unpaid directors fees which
shall be paid within sixty (60) days of the effectiveness of this Agreement. The
Xxxxxxxxx Indemnification Agreement shall remain in full force and effect after
the effective date of this Agreement but will not cover any claims made under
this Agreement.
33. This Agreement shall become effective upon and only upon its
execution and delivery by each party hereto. This Agreement represents the
complete understanding among the parties hereto as to the subject matter hereof,
and supersedes all prior negotiations, representations, guaranties, warranties,
promises, statements or agreements, either written or oral, among them as to the
same. This Agreement may be amended by and only by an instrument executed and
delivered by each party hereto. No party hereto shall be deemed to have waived
the exercise of any right which it holds hereunder unless such waiver is made
expressly and in writing (and no delay or omission by any party hereto in
exercising any such right shall be deemed a waiver of its future exercise). No
such waiver made as to any instance involving the exercise of any such right
shall be deemed a waiver as to any other such instance, or any other such right.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns hereunder.
34. No determination by any court, governmental body or otherwise that
any provision of this Agreement or any amendment hereof is invalid or
unenforceable in any instance shall affect the validity or enforceability of (a)
any other such provision, or (b) such provision in any circumstance not
controlled by such determination. Each such provision shall be valid and
enforceable to the fullest extent allowed by, and shall be construed wherever
possible as being consistent with, applicable law except as provided herein.
35. This Agreement is governed by and shall be construed under Delaware
law and contains the entire agreement of the parties. If any provision of this
Agreement is held to be invalid, void, or unenforceable for any reason, the
remaining provisions of this Agreement shall continue in full force and effect
without being impaired in any manner.
10
11
36. This Agreement may be signed in counterparts and may be signed by
facsimile. Once all of the counterpart signatures are affixed to this document,
whether by original signature or by facsimile, it shall be deemed effective for
all purposes.
37. Xxxxxxxxx and his Spouse as well as Xxxxxxxxx, the Shareholder
Group, Xxxxxx, Player, Xxxxxx and Xxxxx Pine acknowledges and agrees that the
facts in respect to which any release is given pursuant to this Agreement may
turn out to be other than or different than expected, and expressly, knowingly
and voluntarily waives any and all benefits and rights granted pursuant to
Section 1542 of the Civil Code of the State of California with which section it
is familiar and which section reads as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known to him, must
have materially affected his settlement with the debtor."
38. Each party hereto understands and realizes that there may exist at
this time claims herein released, the nature of which has not yet been
discovered. It is expressly understood and agreed that the possibility that such
claims exist has been explicitly taken into account in determining the
consideration to be given for any releases contained herein and that a portion
of that consideration, having been bargained for in full knowledge of the
possibility of such unknown claims, was given in exchange for the releases
contained herein.
39. Each party hereto represents and warrants that no claim or right
that is released or dismissed under this Agreement has been transferred,
hypothecated, assigned or given away by that party prior to the date of this
Agreement.
40. Each of the parties represents, warrants and agrees as follows:
(a) Such party has received independent legal advice from
attorneys of its choice with respect to the advisability of
making this settlement and of entering into this Agreement.
Prior to the execution of this Agreement, the attorneys for
each party reviewed this Agreement at length and had an
opportunity to make any desired changes and, accordingly, this
Agreement shall not be construed adversely to the draftsmen
thereof.
(b) Such party has made such investigation of the facts
pertaining to this Agreement, and of all other matters related
thereto, as such party deems necessary.
(c) This Agreement has been carefully read by, the contents
hereof are known and understood by, and it is signed
voluntarily by, each person executing this Agreement.
11
12
(d) Each person executing this Agreement on behalf of a party
warrants and represents that he is fully authorized to do so
and that his signature on this Agreement shall bind said party
to the terms and provisions of this Agreement.
(e) This Agreement is intended to be final and binding and to
be effective as a full and final accord and satisfaction of
any and all disputes between the parties except as noted
herein. Each party is relying upon the said finality of this
Agreement as a material factor inducing said party's decision
to settle said disputes.
(f) None of the claims settled hereby have been transferred or
assigned to a third party.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
12
13
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement on the date indicated below.
XXXX XXXXXX DIRECT, INC. XXXX XXXXXX GROUP, INC.
By:/s/ Xxxx X. Xxxxxxxx By:/s/ Marc Player
-------------------------------- ---------------------------------
Title: Xxxx X. Xxxxxxxx, Title: C.E.O.
Executive Vice President
Dated: 10/12/99 Dated: October 13, 1999
------------- ---------------------
RHINO MARKETING, INC. GRAN PRIX MARKETING, INC.
By:/s/ Xxxx X. Xxxxxxxx By:/s/ Xxxx X. Xxxxxxxx
-------------------------------- ---------------------------------
Title: Xxxx X. Xxxxxxxx, President Title: Xxxx X. Xxxxxxxx, President
Dated: 10/12/99 Dated: 10/12/99
------------- -------------
XXXX XXXXXX GOLF EQUIPMENT G.P. DIRECT, INC.
By:/s/ Marc Player By:/s/ Xxxx X. Xxxxxxxx
-------------------------------- ---------------------------------
Title: C.E.O. Title: Xxxx X. Xxxxxxxx, President
Dated: October 13, 1999 Dated: 10/12/99
--------------------- -------------
XXXXXXX-XXXX.XXX, INC. TRILOGY CAPITAL GROUP, INC.
By:/s/ Xxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxxxxx, Xx.
-------------------------------- ---------------------------------
Title: Xxxx X. Xxxxxxxx, President Title: President
Dated: 10/12/99 Dated: 10/13/99
------------- -------------
/s/ Xxxxxxx X. Xxxxxxxxx, Xx. /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------- ------------------------------------
XXXXXXX X. XXXXXXXXX, XX. XXXXXX X. XXXXXXXXX
Dated: 10/13/99 Dated: 10/12/99
------------- -------------
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------
XXXXXX XXXXXXXXX
Dated: 10/13/99
-------------
13
14
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxxx
----------------------------------- ------------------------------------
XXXXXX X. XXXXXXXXX, ESQ. XXXXXXX X. XXXXXXX
Dated: 10/12/99 Dated: 10/13/99
------------- -------------
XXXXXXXXX, XXXXXX & XXXXXX /s/ Xxxxxxx Xxxxx
------------------------------------
XXXXXXX XXXXX
Dated: 10/11/99
-------------
By:/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
XXXXXX X. XXXXXXXXX
Title: Partner STONE PINE VENTURE LENDING,
Dated: 10/12/99 LLC, and its Affiliates
-------------
/s/ Xxxxx Xxxxx By:/s/ Xxxxx Xxxx Xxxxxx
----------------------------------- ------------------------------------
XXXXX XXXXX J. XXXX XXXXXX, Individually and
Dated: 10/9/99 on behalf of Stone Pine Venture
------------- Lending, LLC
Dated: 10/9/99
-------------
LAVA INVESTMENTS LIMITED
/s/ Xxxx X. Xxxxxx
------------------------------------
XXXX X. XXXXXX
Dated: 10/10/99
-------------
By:/s/ Xxx Xxxxx
-----------------------------------
XXX XXXXX
Dated: 8 October 1999
-------------------
14
15
EXHIBIT 3.0
MINUTES OF THE BOARD OF DIRECTORS APPOINTING
NEW DIRECTORS, APPROVAL OF AGREEMENT AND
APPROVAL OF INDEMNIFICATION AGREEMENTS
15
16
EXHIBIT 6.0
STOCK OWNERSHIP OF XXXXXXXXX AND DESCRIPTION
OF CONSIDERATION
ISSUED AND OUTSTANDING
Description Date Issued No. of Shares
----------- ----------- -------------
Founders shares Inception of Company 202,283
Employee Compensation February 22, 1999 80,000
-------
Subtotal - Exchanged at Merger 282,283
TO BE ISSUED
Directors Compensation October 2, 1999 40,000
Compensation re: personal
Guarantee of company debt October 2, 1999 50,000
-------
Total 372,283
TO BE CANCELLED 5,000
Net Shares of Xxxxxxxxx 367,283
=======
16
17
EXHIBIT 6.1
PENDING OR THREATENED LITIGATION CLAIMS
1. Xxxxx, Xxxxx
2. Bergman, Murphy, Trebek
3. Bridge Lenders (Defaults)
4. California District Attorney's Office
5. California State Labor Board
6. Xxxxxxxxxxx, Xxxx
7. Cardservice International
8. Comstream International
9. Xxxxxx, Xxxxx
10. Digital Telecommunications
11. Direct Media
12. Xxxxx Corporation
13. EDD - State of California
14. Frontier Telecommunications
15. Fugro West
16. Xxxxxx, Xxxxx
17. GMAC
18. Graffaloy, LP
19. Xxxxxx, Xxxxx
20. Xxxxxxx Family Limited Partnership
21. Holiday Inn
22. IRS
23. Xxxxxxxx, Xxxx
24. NEC
25. Nissho Iwai and Affiliates
26. Numerous Unsecured Creditors
27. Packacquisition Corporation
28. Xxxxxx and Xxxxxxxx
29. Xxxxxx, Xxxx
30. Xxxxxxxxxx
31. Towbes
32. Toyota Credit
33. UPS
34. Xxxxxxx Xxxxxxxx
35. Xxxxx Xxxx
17
18
36. Poor Xxxxxxxx Press
37. Viking Freight
38. Xxxxxxxx & Xxxxxxx
39. Xxxxx Xxxxxx
40. Office Depot
41. Xxxxxxxx
42. State of California - Department of Justice
43. Prime Time Sports TV
44. Spalding and EvenFlo Companies
* For Information Purposes Only
18
19
EXHIBIT 11.0
AMENDED LICENSE AGREEMENT BETWEEN PLAYER AND GPD
[TO BE DELIVERED POST-AGREEMENT]
19
20
EXHIBIT 11.1
OUTSTANDING CLAIMS FOR UNPAID ROYALTIES
AND LICENSE FEES OF PLAYER OWING FROM GPD
The total amount outstanding as of September 30, 1999 as requested by Player is
$474,225.59 plus $50,000.00 of expenses payable to Xxxx X. Player.
20
21
EXHIBIT 11.2
AMENDED ASSET PURCHASE AGREEMENT OF PLAYER AND GPD
[TO BE DELIVERED POST-AGREEMENT]
21
22
EXHIBIT 16.0
MONIES OWING TO THE SHAREHOLDER GROUP
BY XXXXXXXXX
1. Xxxxxxx Xxxxx is owed $20,000.00 plus interest.
22
23
EXHIBIT 27
OBLIGATIONS THAT XXXXXXXXX HAS GUARANTEED
ON BEHALF OF GPD
1. Bergman, Murphy, Trebek-loans
2. Capital Fund Leasing, LLC-loan
3. Cardservice International, Inc.-merchant account
4. Xxxxxxx Xxxxx-bridge loan
5. Xxxxxxx Xxxxxxxx, MD-bridge loan
6. Xxx Xxxxxx-bridge loan
7. Mid-America Agency-bridge loan
8. Xxxxxx and Xxxxx Xxxxxx-loan
9. Lava Investments, Xxx Xxxxx-loan
23
24
EXHIBIT 28
SHARES TO BE ISSUED BY GPD PRIOR TO
XXXXXXXXX RESIGNATION
NUMBER
------
OF
--
SHAREHOLDER SHARES
----------- ------
1. Ace Investors, LLC 25,000
c/o Xxxxxx X. Xxxxx
000 Xxxxx Xxxx
Xxxxx Xxxxx, XX 00000
2. Xxxxxxx X. Xxxxxxxxx, Xx. 90,000
0000 X. Xxxxxxxx, #000
Xxxxx Xxxxx, XX 00000
3. Xxxxxx Xxxxxxxx 3,500*
0000 Xxxxxxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
4. Xxxxx X. XxXxxxxxxx 3,500*
c/o Xxxx Xxxxxx Direct, Inc.
000 Xxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxx Xxxxxx, XX 00000
5. Xxxxxxx Xxxxxx 3,500*
c/o Xxxx Xxxxxx Direct, Inc.
000 Xxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxx Xxxxxx, XX 00000
6. Xxxxx Xxxxx 3,500*
c/o Xxxx Xxxxxx Direct, Inc.
000 Xxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxx Xxxxxx, XX 00000
7. Xxxx Xxxx 1,000
c/o Xxxx Xxxxxx Direct, Inc.
000 Xxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxx Xxxxxx, XX 00000
24
25
8. Xxxxxxxxx Family Trust 10,000
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
9. Xxxxx Xxxxxx Irrevocable Trust 10,000
0000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
10. Xxxxx Xxxxxxx 500
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
11. Xxxxxx Xxxxxxxxx 10,000
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
12. Xxxx Xxxxxx Xxxxx 150,000
c/o The Xxxxxxx Group
Liberty Square
287 Silom Road
Bangrak 10500
Bangkok, Thailand
13. Xxxxxxx X. Richland XXX 20,000
00000 Xxxxxxxx Xxxxxx, Xxxxx 00
Xxxxxxx, XX 00000
14. Xxxx Xxxxxxxx 30,000
0000 X. Xxxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
15. Xxxxx Xxx Xxxx 2,000
c/o Xxxx Xxxxxx Direct, Inc.
000 Xxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxx Xxxxxx, XX 00000
16. Xxxxxxx X. Xxxxxxxx 25,000
0000 Xxxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
17. Mid-America Agency, Inc. 40,000
00 Xxxxxxxx Xxxxx
Xx Xxxxx, XX 00000
25
26
18. Xxxxx Xxxxx 20,000
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
19. Xxxx Xxxxxxxxxxx 3,500*
c/o Xxxx Xxxxxx Direct, Inc.
000 Xxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxx Xxxxxx, XX 00000
20. Xxxxxxx Xxxx 3,500*
Xxxxxxx #0, X-000
Xxxxxx, XX 00000
21. Xxxxxxx Xxxxx 25,000
000 X. Xxxxxxxxxxxx
Xx. Xxxxx, XX 00000
22. Xxxxxx X. Xxxxxxxxx 80,000
000 X. Xxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
23. Xxxxxx Xxxxxxxxxx 5,000
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxx Xxxxx, XX 00000
24. Xxxxx Xxxxxxxxx 2,000*
c/o Xxxx Xxxxxx Direct, Inc.
000 Xxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxx Xxxxxx, XX 00000
25. Xxxxxxx X. Silver 3,000
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
26. Xxxxxx X. Xxxxxxxxx 60,000
c/o Gallagher, Xxxxxx & Xxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
27. Xxxxxx X. Xxxxxxxxx 43,710
c/o Gallagher, Xxxxxx & Xxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
26
27
28. Xxxxx Xxxxx 16,000
000 Xxxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
29. Xxxxx Xxxxx 11,365
000 Xxxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
30. Xxxxxxx Xxxxxxx 24,000
Xxxxxxx Associates
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
31. Xxxxxxx Xxxxxxx 17,484
Xxxxxxx Associates
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
32. Xxxxxx Xxxxxx 3,500*
0000 X. Xxxxxxx, X-00
Xxx Xxxx Xxxxxx, XX 00000
33. Xxx Xxxxxx 5,000
0000 Xxx Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
34. Xxx Xxxxx/Lava Investments 20,000
Xxxxx 00, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 0000
Xxxxxxxxx
35. Xxxxx Xxxxxx 50,000
Cozier & Associates, P.C.
0000 X. Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
36. Xxxxxx Xxxx, Esq. 50,000
Saphier, Rein & Xxxxxx
1901 Avenue of the Stars
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
* Note: Conditioned upon nine months continuous employment.
27
28
EXHIBIT 30.0
ADDRESSES OF ALL PARTIES
Xxxxxxx X. Xxxxxxxxx, Xx. Xxxxxxxxx, Xxxxxx & Xxxxxx
0000 Xxxxx Xxxxxxxx 000 Xxxxxxxx Xxxxxx, Xxxxx 000
#000 Xxxxxxxxx, XX 00000
Xxxxx Xxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxx
000 X. Xxx Xxxxxx Xxxxxx Xxxxxxx Associates
Xxxxxxxx, XX 00000 00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxx Xxxxxx Direct, Inc. Xxxxx Xxxxx
000 Xxxxxxxxx, Xxxxx X 000 Xxxxxxxxxxxx Xxxx
Xxx Xxxx Xxxxxx, XX 00000 Xxxxxxxx, XX 00000
Rhino Marketing, Inc. Xxxxxxx Xxxxx
000 Xxxxxxxxx, Xxxxx X Stone Pine Investment Banking
Xxx Xxxx Xxxxxx, XX 00000 00 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
G. P. Direct, Inc. Xxx Xxxxx
710 Aerovista, Suite B Lava Investments Limited
Xxx Xxxx Xxxxxx, XX 00000 Xxxxx 00, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 0000
Xxxxxxxxx
Gran Prix Marketing, Inc. Xxxx Xxxxxx Golf Equipment Company
000 Xxxxxxxxx, Xxxxx X 0000 XXX Xxxxxxxxx, Xxxxx 0000
San Luis Obispo, CA 93401 Xxxx Xxxxx Xxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxxx The Xxxx Xxxxxx Group
Xxxxxxxxx, Xxxxxx & Xxxxxx 0000 XXX Xxxxxxxxx, Xxxxx 0000
000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxxx Xxxxxxx, XX 00000
Xxxxxxxxx, XX 00000
28
29
Xxxx X. Xxxxxx Xxxxxxx-Xxxx.xxx, Inc.
Investors Capital Enterprises 710 Aerovista, Suite B
00000 Xxxxxxxx Xxxx., Xxxxx 0000 Xxx Xxxx Xxxxxx, XX 00000
Xxx Xxxxxxx, XX 00000
Stone Pine Venture Lending, LLC J. Xxxx Xxxxxx
000 00xx Xxxxxx, Xxxxx 000 000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000 Xxxxxx, XX 00000
29
