EXHIBIT 10.9
RESCISSION AND SETTLEMENT AGREEMENT
This Rescission and Settlement Agreement (this "Agreement") is
effective December 20, 2000, among Singlepoint Systems Corporation, a Minnesota
corporation ("SSC"), Global Maintech, Inc., a Minnesota corporation which is a
wholly-owned subsidiary of SSC ("GMI"), Singlepoint Systems, Inc., a Minnesota
corporation which is a wholly-owned subsidiary of GMI ("SSI"), Enterprise
Solutions, Inc., an Ohio corporation ("ESI"), Xxxxxxx Xxxxx Xxxx ("Xxxx"), and
Desi Dos Xxxxxx ("Dos Xxxxxx"), together, the "ESI Shareholders."
RECITALS
A. SSC (formerly known as Global Maintech Corporation), GMI, SSI and
ESI are parties to an Asset Purchase Agreement dated as of November 1, 1998 (the
"APA"), pursuant to which the parties undertook a transaction (the
"Transaction") by which ESI sold and transferred to SSI certain assets (the
"Transferred Assets," which, as used herein, has the meaning given to that term
in the APA).
B. Pursuant to the Transaction, SSI paid ESI $200,000 (the "Cash
Consideration"), issued to the ESI Shareholders options to purchase an aggregate
of 580,000 post-split shares(1) of SSC common stock (collectively, the
"Shareholder Options") and assumed certain of ESI's liabilities (the "Assumed
Liabilities," which, as used herein, has the meaning given to that term in the
APA). In addition, pursuant to Section 4.4(a) of the APA, each of Xxxx and Dos
Xxxxxx became an employee of SSI and entered into an Employment Agreement
prescribed by the APA (collectively, the "Employment Agreements").
C. Section 1.4(d) of the APA required SSI, as further consideration for
the Transferred Assets, to make an additional payment to ESI pursuant to a
formula based on the economic performance of SSI over an 18-month earn-out
period (the "Earn Out Payment"). Pursuant to that formula, the parties have
determined the Earn Out Payment to be approximately $10,200,000 if paid in cash
or $11,700,000 if paid by delivery of shares of SSC common stock, as set forth
on Exhibit A attached hereto. The Earn Out Payment was not made on the date
provided under the APA. In addition, Section 4.9(f) of the APA provides that, if
during the 18-month earn-out period certain events (the "Triggering Events")
occurred, then ESI will have the right to require SSI to return the Transferred
Assets to ESI under the terms and conditions set forth in Sction 1.4(e) of the
APA. Following the occurrence of a number of the Triggering Events during the
earn-out period, ESI sent a notice to SSI pursuant to Section 4.9(f) (the
"Section 4.9(f) Notice"). Also, during the earn-out period, SSI contributed in
excess of $500,000 of working capital to SSC, notwithstanding SSC's undertaking
to provide working capital to SSI during this period.
D. Based on the facts set forth in Recital C above and certain other
events, disputes exist among the parties regarding the performance of
obligations required by the APA. However, over the last several months the
parties have pursued efforts to find a resolution to the disputes, and the
parties agreed that, during that period, any required notice under the agreement
and any claim that might be based upon the disputes would be held in abeyance.
----------------------------
(1) The intent of this agreement is to include in the shareholders' options are
all shares that are referenced in the Asset Purchase Agreement and if the
amount varies, then the amount in the APA governs adjusted to splits
accordingly.
E. SSC has not determined that delivery of the Earn Out Payment either
in cash or stock would not be in the best interest of SSC, GMI or SSI, and it
has proposed a rescission of the Transaction and a settlement of the disputes
under the terms and conditions set forth below. ESI has agreed to the proposed
rescission and settlement based on such terms and conditions.
NOW, THEREFORE, the parties agree as follows:
1. Rescission of the Transaction. Subject to the other terms and
conditions of this Agreement, effective upon the execution of this Agreement,
and in settlement of all disputes and claims that any of the parties may have
with or against each other, SSI will transfer back, assign back and reconvey to
ESI all of the Transferred Assets and all other assets that are now part of the
business that was purchased by SSI under the APA (the "Business"); provided
that, as the only consideration for such transfer, (i) all of the Shareholder
Options held by the ESI Shareholders shall be cancelled, and (ii) ESI shall
assume all liabilities related to such retransferred assets that are of the same
name, character, and nature the Assumed Liabilities which SSI assumed on the
closing of the APA and will indemnify SSI against any claims with respect to
such assumed liabilities which result from ESI's failure to pay or otherwise
satisfy any of such liabilities. (Such retransfer of assets is referred to
herein as the "Rescission.") ESI shall have no obligation to return the Cash
Consideration.
In clarification of the obligation of ESI to assume liabilities as
provided above, the parties further agree as follows:
A. The amounts shown on Exhibits A and B as liabilities to be assumed
by ESI ($547,739.51 of the accounts payable listed on Exhibit A and $49,867.76
of the obligations incurred listed on Exhibit B) constitute some, but not
necessarily all, of the liabilities assumed by ESI hereunder. To the extent
there are other liabilities which ESI is to assume, as described above, and
which are not identified on Exhibit A or Exhibit B, and which were incurred
prior to December 21, 2000, SSC may bring these to ESI's attention and the
parties will work together to determine if any such additionally identified
liabilities should be wholly assumed by ESI, or wholly retained by SSC, or
prorated between them abed on the relative benefits received by the parties in
relation to the liability in question. If the parties are unable to resolve
amicably any disagreements with respect to the assumption, retention or
proration of any such additionally identified liabilities, then the matter shall
be determined by arbitration as set forth under Paragraph 8(g). Any claim by SSC
that a liability not identified on Exhibit A or Exhibit B is an additional
liability assumed in whole or part by ESI hereunder will be barred unless
brought within 180 days of the date hereof.
B. As security for ESI's obligation to indemnify SSC with respect to
the payment of the liabilities assumed by ESI hereunder, ESI hereby grants SSC a
security interest in the XO Shares (as defined below), which security interest
will be perfected by a pledge and delivery of the stock certificates for the XO
Shares to SSC, and ESI further agrees that, until the assumed liabilities are
fully paid or otherwise satisfied, ESI will not transfer, sell or otherwise
encumber the XO Shares.
-2-
2. Nature of the Transferred Assets. By way of illustration, and
without limiting the generality of the description set forth in Section 1, the
assets to be transferred to ESI hereunder shall include:
(i) The tradenames "Singlepoint Systems," "Singlepoint
Systems, Inc.," "Singlepoint," "AlarmPoint" and "PhonePoint" and all
other trademarks, tradenames, patent rights, copyrights, trade secrets
and other intellectual property of any nature (including all
derivatives thereof) which were transferred by ESI to SSI under the APA
or which have since been developed by SSI in connection with the
Business. (SSC, GMI and SSI hereby agrees within 30 days from the date
of this agreement to cease all use of any tradenames or other
intellectual property, and acknowledge that ESI will retain ownership
of the LegacyPoint product and name, which portion was developed solely
by using ESI resources, specifically the HP-ITO code only);
(ii) All office equipment, furniture or other property or
assets that were acquired by SSI following the closing under the APA,
whether such property or assets constitute replacements of Transferred
Assets; and
(iii) Generally, all property which is now part of the
Business and is of a type described in subsections 1.1(a) through
1.1(u) of the APA.
(iv) All rights to future cash payments from XO Technologies,
Inc. with respect to intellectual property rights to ESI's PhonePoint
software, and all shares of stock of XO Technologies, Inc. (the "XO
Shares") received by SSC with respect thereto.
3. Xxxx and Dos Xxxxxx Employment Agreements. Subject to the other
terms and conditions of this Agreement, upon the Rescission, the Employment
Agreements for Xxxx and Dos Xxxxxx will terminate, and neither will have any
further rights or obligations thereunder.
4. Other Employees. Subject to the other terms and conditions of this
Agreement, upon the Rescission, the employment of Dario Liberate, Xxxxxx Xxxxxx
and Xxxxx Xxxx by SSI will be terminated. ESI agrees to provide them comparable
employment following execution of this document. ESI also agrees that if there
are any options given to its employees for stock of SSC, GMI, and SSI under the
APA, ESI shall indemnify and hold harmless these companies from any such claim.
5. Termination of Agreements and Obligations. Subject to the other
terms and conditions of this Agreement, upon the Rescission, SSC, GMI and SSI,
on the one hand, and ESI and the ESI Shareholders, on the other, will mutually
and consensually terminate all existing agreements and obligations between them.
6. Release Provisions.
(a) Release. Subject to the other terms and conditions of this
Agreement, upon the Rescission, each of the parties hereto, on behalf of itself,
its officers, directors, subsidiaries, affiliates, employees, representatives,
agents, predecessors, successors and assigns, and each of them (collectively,
the "Releasing Parties"), hereby jointly and severally releases, acquits and
forever discharges each of the other parties and each of such other parties'
respective
-3-
officers, partners, subsidiaries, affiliates, employees, representatives,
agents, predecessors, successors and assigns, and each of them, from any and all
claims, demands, actions, causes of actions, liabilities, obligations, costs,
expenses, loss of service, debts, attorneys' fees, claims for sanctions, or
damages of any kind or nature whatsoever, and in any and all forums and courts,
whether known or unknown, suspected or unsuspected, arising from the beginning
of time up to and including the date of the Rescission, arising out of,
resulting from of or in any way related to the APA or the transactions
undertaken or contemplated thereby, other than any obligations under this
Agreement.
(b) Waiver of Rights Under Civil Code Section 1542. With
regard to the claims released hereby, the Releasing Parties expressly waive the
benefits of any and all rights they may have under California Civil Code Section
1542, which provides 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 by him must have
materially affected his settlement with the debtor.
(c) Knowledge of Civil Code Section 1542. The Releasing
Parties acknowledge that they fully understand the statutory language of Civil
Code Section 1542 and, having been so apprised by their attorneys and/or their
independent review of this Civil Code section and any related sections and
authorities referring to said section, nevertheless elect, and do assume, all
risks and responsibilities for release of all claims as set forth above, and for
all other claims heretofore and hereafter arising within the coverage of this
release, whether known or unknown, suspected or unsuspected.
(d) No Prior Assignment of Claims. The Releasing Parties
represent and warrant that they have not sold, assigned, transferred, conveyed
(except to the parties to this Agreement) or otherwise disposed of any claims,
demands, actions or causes of action released herein.
-4-
7. Lien Release Condition; Reinstatement. ESI and the ESI Shareholders
have entered into this Agreement on the condition that, within 90 days following
the Rescission (subject to extension at the sole discretion of ESI) (the "Lien
Release Period"), all of the liens in favor of Xxxxxxxxx & Xxxxx which currently
encumber some or all of the assets to be transferred to ESI hereunder
(collectively, the "H&Q Liens") will be removed and released at no cost to ESI.
The parties acknowledge that SSC is currently considering the disposition of
certain other assets it owns; that Xxxxxxxxx & Xxxxx had indicated that, in
connection with the closing of that transaction under the terms currently being
considered, it will release all of the H&Q Liens; and that the expectation of
that transaction and release of liens was a material consideration for the
decision of ESI and the ESI Shareholders to enter into this Agreement.
Accordingly, the parties expressly agree that, unless all of the H&Q Liens are
removed and released at no cost to ESI within the Lien Release Period, ESI shall
have the absolute right and option, by notice given to SSC at any time within 90
days following the expiration of the Lien Release Period, to rescind this
Agreement, in which case (i) ESI shall transfer back to SSI (or to SSC if SSI
has been dissolved), and SSI (or SSC) shall be obligated to accept, all of the
assets (or replacements thereof) that ESI received pursuant to this Agreement,
together with all related liabilities, and SSC shall grant to the ESI
Shareholders options for SSC common stock having the exact same terms as the
Shareholder Options terminated at the Rescission; (ii) all other actions taken
hereunder upon the Rescission shall be rescinded and reversed; (iii) the release
provider under Section 6 above (the "Release") shall be rescinded and deemed to
have never come into existence; and (iv) all claims that any party hereunder may
have had against any other party prior to the Rescission shall be reinstated and
deemed to have not been released by the Release.
8. General Provisions.
(a) Law Governing. This Agreement shall be construed in
accordance with the laws of the State of Minnesota. This Agreement was produced
by all parties hereto and shall not be construed against any of them.
(b) Execution by Counterparts. This Agreement may be executed
as a single document or in counterparts, each of which shall be deemed an
original, equally admissible in evidence, and all of which together shall
constitute one and the same agreement.
(c) Entire Agreement; Modifications and Amendments. This
Agreement represents the entire agreement between the parties hereto and
supersedes any previous oral or written agreement between them. No modification
or amendment of this Agreement shall be of any force or effect unless in writing
and executed by all parties to this Agreement.
(d) Consultation with Counsel. All parties hereto acknowledge
that they have received independent legal advice from their attorneys with
respect to the advisability of executing this Agreement.
(e) Further Assurances. Each of the parties, at the request of
any other party, will execute all such further instruments and take all such
further action consistent with the provisions hereof as may be reasonably
necessary to carry out the intent of this Agreement.
-5-
(f) Capacity; Authority. The parties represent and warrant
that they each have full legal capacity to execute, deliver and perform this
Agreement. The parties represent and warrant that: (i) no consent or approval of
any other person is required in connection with their execution, delivery and
performance of this Agreement except to the extent that such consent or approval
already has been obtained; (ii) they have duly executed this Agreement; and
(iii) this Agreement constitutes a valid and binding obligation of each of them,
enforceable against each of them in accordance with its terms. Each of the
people executing and delivering this Agreement on behalf of an entity represents
and warrants to the other that he or she is authorized to do so.
(g) Arbitration. This Agreement is intended to set forth the
important terms between the parties but is unlikely to cover all circumstances.
In this regard, if the parties are unable to resolve any disagreement between
them, or problems that arise in the future, which may or may not be covered by
this Agreement, an arbitrator shall be selected by agreement, and if the parties
are unable to agree on an arbitrator, then one shall be selected from the
American Arbitration Association in accordance with their normal procedures. The
arbitrator's procedural and substantive decision shall be binding upon all
parties. The arbitrator so selected shall decide the issues to be determined,
based upon the following:
(i) That both parties be treated fairly and equitably;
(ii) The intent of this Agreement or any subsequent
amendments; and
(iii) Practical considerations.
Any decision of the arbitrator shall be binding in any court of law so
that the terms of the decision can be enforced.
-6-
IN WITNESS WHEREOF, the parties have entered into this Rescission and
Settlement Agreement as of the date first set forth above.
Singlepoint Systems Corporation, Global Maintech, Inc.,
a Minnesota corporation a Minnesota corporation
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
--------------------------------- ---------------------------------
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: Director Title: Director
Singlepoint Systems, Inc., Enterprise Solutions, Inc.
a Minnesota corporation an Ohio corporation
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx Xxxx
--------------------------------- ---------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx Xxxx
Title: Director Title: President
By: /s/ Desi Dos Xxxxxx
---------------------------------
Name: Desi Dos Xxxxxx
Title: Vice President
/s/ Xxxxxxx Xxxxx Xxxx /s/ Desi Dos Xxxxxx
------------------------------------- -------------------------------------
Xxxxxxx Xxxxx Xxxx Desi Dos Xxxxxx
-7-
As of 11/16/00 _______________
Absolutely Write Marketing Communications $ 13,275.00 $
Acordla 616.25
ADP Investor Communication Services 15,439.51
Aethlon Capital, LLC 387.50
Airborne Express 642.30
Alltel Ohio, INC 59.11
Americable 979.07
American Electric Power 260.17 260.17 ?
American Express 257.16 257.16
American Express New 68,938.00 68,938.00 Adjusted
American Info-Center 291.50
Ameritech--Eden Prairie 202.73
Ameritech--MICH (2.02)
Xxxxxxxx Consulting, Inc. 111,402.65 111,402.65 Adjusted
APEX 3,935.85
Applied Communications of Minnesota 1,016,74
Ascend Communications 50,681.34
Asset Sentinel Inc. 20,897.50
AT&T 4,733.23
AT&T--Dabew 651.61
AT&T--Digital 2,623.89
AT&T--Eden Prarie (Atlanta) 3,577.61
AT&T--Eden Prarie (Aurora) (6.93)
AT&T--Eden Prarie (Louisville) 8,257.56
AT&T--Eden Prarie (Omaha) 1,145.78
AT&T--Newark 1,341.45
AT&T--Uniplan 5,403.54
AT&T Interstate 1,064.14
AT&T Services (4,393.73)
AT&T Teleconference Service (Eden Prarie) 5,410.80
AT&T Xxx Xxxxxx 135.77
AT&T UniPlan 2,136.80
AT&T Web 390.20
AT&T Wireless Services 99.72
AT&T Worldnet 32168 8,120.11
AT&T Worldnet 85117 3,192.73
Xxxxxx, Xxxx Expenses 110.09 110.09
Bay Tact Corporation 573.70
Xxxx South Pro Center 991.53
Black Mountain 257.60 257.60
Blue Cross & Blue Shield of Illinois--DN 1,543.56
Blue Cross & Blue Shield of Minnesota 28,052.00
Blue Cross Blue Shield of Florida--VT (378.00)
xxxxxx.xxx 43.90
BRS, Ltd. (583.33)
Brunettl, Xxxxxxx Expense 474.08
BT Office Products 4,514.31
Business Wire 3,350.00
Cable & Wireless USA, Inc. 2,026.28
California Board of Equalization (165.00) (165.00)
California Tshirt 49.73 49.73
CC Graphics 1,426.67 1,426.67
Centura Software 622.00
-8-
Xxxxxx, Xxxxx 1,650.00
Xxxxx, Xxxxxxx--Expense 6,353.45 6,353.45
CoffeeCup Software 9.86 9.86
Columbia Gas 21.55
Columbus & Central Ohio Systems, Inc. (46.06)
Compaq DEC 33,168.78
Computerworld 24,128.95 24,128.95
Compuware Corporation 14,850.00
Coudert Brothers 17,273.26 17,273.26
Country Inns & Suites 263.07
Cross Consulting Group 15,543.72
Crystal Springs Water Co. 57.65 57.65 ?
Xxxxx & Associates 11,282.85
CUSIP 105.00
Cybex (1,344.80)
Cygcom 4,120.72 4,120.72
Dabew, Inc. 300,000.00
Dally Printing (787.41)
DCMS Inc./AFCOM 1,600.00
Dell Marketing L.P. 853.02
Deluxe 215.56
Digi-Key Corp. 149.61
Digi International, Inc. (200.00)
Xxxxxxx Advertising 23,537.33
Xxxxxxxxxx, Xxx 1,800.00
Xxxxxx & Xxxxxxx LLP 423,258.52
Dos Xxxxxx, Desi Expenses 6,252.59 6,252.59
DSL Networks 948.27 948.27
DSL Networks (New Haven) 199.62 199.62
DSL Solutions Inc. 1,031.37 1,031.37 ?
El Microcircuits, Inc. (9,316.51)
Euler Solutions 26,708.21
Federal Express 213.84 213.84
First Place, Inc. 2,108.51 2,108.51
Xxxxxxxx, Xxxxxxxxxxx Expenses 1,151.32 1,151.32
Xxxxx, Xxxxxx Expense 2,820.65
Fore Systems 34,445.05
Fortis Benefits 1,022.23
Four Seasons 448.00 448.00
Four Star Systems 1,687.75
Xxxx & Xxxxx 555.00 555.00
Frontier Communications 10,406.25
Fry's Electronics 705.23 705.23
Gartner Group 81,975.00
Gateway Systems 7,756.47 7,756.47
Glenborough Fund IX LLC 34,873.82
Global Solutions Network 15,000.00 15,000.00
Grade-A Mailing Service, LLC 350.57
Xxxxxxxxx, Xxxxxx X. 3,200.00 3,200.00
Hall, Estill, Hardwick, Gable, Golden 1,085.30
Hambrect & Xxxxx 481.75
Hayden & Associates 54,133.31
Hewlett-Packard 10,800.00 10,800.00
Highline Capital Corp. 135,000.00
Hitachi Data Systems 7,350.00
Homestead Village 188.52
-9-
IBM (Eden Prarie) 2,794.72
Ideas for You 1,455.02 1,455.02
IDS/American Express Financial Advisors 10,369.74
IKON Capital (182.64)
Ikon Office Solutions--SF 2,232.66 2,232.66
InfoMart 395.00
Internal Revenue Services 108,462.00 108,462.00
Intertech 15,745.90
InterVision Systems Tech., Inc. 450.32 450.32
IOS Capital (Ikon)--Dallas 9,295.75
Iron Mountain/Safesite--Dept #384 110.00 110.00
IT&T 968.06
Xxxxxx, Xxxxxx 7,105.76 7,105.76
Xxxxxxxx, Xxxxxxx & Salmon 309.52
Jesanda 845.43 845.43
Kershaw & Company 945.00
Key3Media Events Networld 2001 3,047.50
Kinko's 9,989.76
KLIV--AM Radio 625.00 625.00
KPMG 181,500.00
Xxxxxx, Xxxx--Exp Rpt 1,750.18
Xxxxx Xxxxxx, P.A. 37,608.75
Laguna Groupware Inc 16,200.00
Xxxxxxx, Xxxxxxx 958.00 958.00
Xxxxxxx, Xxxxxxx Exp Rpt (886.00) (886.00)
Lanstar 2,737.15
Last Minute Air 3,731.03
LD Enterprises 1,200.00
Legacy Transportation Services 1,225.60
Xxxxxxxx, Xxxxx Expenses 1,710.87 1,710.87
Liljesater, Per Expense 161.28 161.28
Linotext 1,704.97 1,704.97
Liviakia Financial Communications, Inc. 15,000.00
May, Xxxx Expense 2,127.94
MCI 1,484.28 1,484.28
XxXxxxxx-Xxxx Supply Co. 198.11
Medical Mutual of Ohio 940.28 940.28
Merchant & Xxxxx 38,465.76
Meta Group 32,000.00
Micro 1 Research Group 1,200.00
Micro Edge 4,189.00
Midwest Delivery Service 27.04
Xxxxxx & Xxxxxxxxx Financial, Inc. (4,099.52)
Xxxxxx, Xxx Expense 1,722.61
Xxxxxxxx, Xxxxx Expense 873.11
Minnegasco 77.64
xxxxxxx.xxx 825.00 825.00
Xxxxx, Xxxx Expenses 2,475.95 2,475.95
MSDN Subscriptions 2,145.67 2,145.67
Xxxxxx, Xxxxx 223.06 223.06
Network Solutions, Inc. 35.00
Neuger Xxxxx Xxxxxxxxxx 3,170.07
Nevada Employment Security Division 43.46
Nextpress 16,059.98 16,059.98
Xxxxxxxx Xxxxx, Inc. 300.00 300.00
Xxxx Xxx Xxxxxxx 2,455.97
-00-
Xxxxxxxx Xxxxxx Power Company 1,938.51
Object Space 495.00
Objectivity 22,755.49
Occidental Technologies 34,695.73
Office Depot 5,012.37 5,012.37
Office Max 1,468.26 1,468.26
OfficeMax 1,273.01 1,273.01
Xxxxx, Xxxx Expense 340.13 340.13
Pacific Xxxx (Eden Prarie) (801.50)
Pacific Gateway Properties 15,312.08 15,312.08
Pacific Investment Services 11.50
Xxxxxxxx, Xxxxxxx Expenses 77.40 77.40
Xxxxxxx, Xxxxxxx Expense 4,686.26 4,686.26
PBCC 305.08
PC Connection 3,188.94
Xxxxxxxx, Xxxxx Expense 581.31 581.31
Pick Of The Letter Graphics 30.00
Pitney Xxxxx 295.63 295.63
Pitney Xxxxx Credit Corporation 269.82
Postal Privilege 262.72
Potant Technology 6,162.00
PR Newswire, Inc. 11,810.00
Price Waterhouse Xxxxxx 28,698.43
Xxxxxxx, Xxxxxxx--Expense 672.03
Xxxxxxx, Xxxxx Expense 505.22
Xxxxxx, Xxxxx Expense 3.20 3.20
Xxx, Xxxx--Expenses 913.39 913.39
Reliable Office Supplies 409.74
Reliant Energy 60.12
Roanoke Trade 400.00
Xxxxx Xxxxxxx 10,660.34
Rogue Wave Software, Inc. 1,236.00
Xxxx, Xxxxxx Expense 1,572.01
XX Xxxxxxxxx Receivables, Inc. 32,451.92
Singlepoint Systems Inc. 7,724.00 7,724.00
SkyTel (119.44)
Smart Modular Technology 115,743.00
Xxxxx, Xxxxxxx--Expenses 8,329.96
Softmart 1,726.69
Southwestern Xxxx 1,080.55
Southwestern Xxxx--Eden Prarie 980.50
Xxxxxxx Properties 7,867.74
Standard & Poor's 2,975.00
Staples 179.64 179.64
Xxxxxxxx, Xxxxx Expense 703.43
Xxx X. Xxxxxx (120.00)
Sunbelt Software 7,815.50 7,815.50
Tech Data Corporation 33.00
Tech Xxxxxx.xxx 12,221.00
Techware 716.97
Tharco 119.71
The Depository Trust Co. 3,285.00
The Xxxxxx Company 220.00
Think & Dream 14,682.17 14,682.17
Top Priority Computer 350.00
Trademark Research Corp. 2,450.00
-11-
Travel One 20,370.50
Xxxxxxx, Xxx Expense 9,312.57 9,312.57
Tuff's Office Supplies, Inc. 378.88
Universal Pensions, Inc. 1,102.76
UPS 1,502.73 1,502.73
UPS--Eden Prarie (101.87)
US Software 1,500.00
Veritae Software Corporate 122.20
Verizon Wireless Messaging Services 236.26
VMI, Inc. 378.88
VoiceNet 12.02 12.02
Waste Management 135.55
WaveFront Communications, Inc. 2,100.00
Xxxxx Fargo Shareowner Services 1,064.13
West Coast Internet 1,390.70
Xxxxxxxx Communication LLC 15,037.46
Wincorp 26,649.72
Xxxx, Xxxxx Expenses 41,826.30 41,826.30
Xxxxxxx, Xxxx Expense 55.78 55.78
Xxxxxx, Xxxx Expenses 205.05 205.05
------------- ------------
TOTAL 2,734,203.43 547,519.51
============= ============
-12-
Salary Bonus Vacation
Terminated Employees Owed Commission Expenses Accrual
---------------------------- ------------ ------------- ------------ ------------
GMI Employees $ $ $ $ $
May, Xxxx (11/15/00)
11/1/00--11/15/00 2,916.87
Vacation as of 11/15/00 2,805.74
TOTAL 2,918.87 -- -- 2,805.74 5,722.41
Xxx Xxxxxx (11/24/00)
11/21/00--11/24/00 1,076.80
11/16/00--11/20/00 807.60
Vacation as of 11/21/00 3,182.78
Vacation 11/21/00--
11/24/00 48.12
Expenses 10/30/00--
11/11/00 646.69
Expenses 11/13/00--
11/24/00 655.62
TOTAL 1,884.40 -- 1,302.31 3,230.90 6,417.81
Xxxxxxxx, Xxxxx (11/15/00) Two week severence notice
11/1/00--11/15/00 2,291.67
11/16/00--11/30/00 2,115.20
Vacation as of 11/15/00 1,417.21 2,554.69
TOTAL 4,408.87 -- 2,554.59 6,981.46
Xxxxxx, Xxxx (11/15/00)
Salary 2,422.80
BackPay 01/99 2,500.00
Commissions 30,778.31
Vacation 11,441.00
Expenses 46,284.60
TOTAL 4,922.80 30,778.31 46,294.60 11,441.00 93,436.71
Total GMI Employees 112,538.19
SSI Employees
Xxxxx, Xxxxxxx (12/04/00)
12/1/00--12/4/00
Vacation as of 12/04/00*
Expenses
TOTAL
Xxxxxxxxx, Xxxxx (11/20/00)
11/16/00--11/20/00
Vacation as of 11/20/00*
Expenses
TOTAL
Xxxxxx, Xxxx (11/17/00)
11/16/00--11/17/00
Vacation as of 11/17/00
Expenses Nov. 2000
TOTAL
-00-
Xxxxx, Xxxx* 11/15/00 moved to commission only
11/1/00--11/15/00 3,541.67
Vacation as of 11/16/00 2,177.02
Commissions Due 11,206.85
Expenses 1,066.87
TOTAL 3,541.67 11,206.85 1,066.87 2,177.02 17,992.21
Xxxxxxxx, Xxxx (11/24/00) Vacation accrual is an approx.
11/18/00--11/24/00
Vacation as of 11/24/00
Expenses
TOTAL -- -- -- -- --
Xxxxxxxx, Xxxxx (11/24/00) Vacation accrual is an approx.
11/16/00--11/24/00 2,019.22
Vacation as of 11/24/00 3,000.00
Expenses
TOTAL 2,019.22 -- -- 3,000.00 5,019.22
Xxxxxxx Xxxxxxx (12/1/00)
11/16/00--12/01/00 2,867.31
Vacation as of 12/1/00* 1,000.00
Expenses 497.79
TOTAL 2,867.31 -- 497.79 1,000.00 4,365.10
Xxx, Xxxx (11/24/00) Vacation accrual is an approx.
11/18/00--11/24/00 942.48
Vacation as of 11/24/00 662.49
Expenses Nov. 2000 328.55
TOTAL 942.48 -- 328.55 662.49 1,933.52
Xxxxxxx, Xxx (10/31/00) 16,348.95
TOTAL -- -- -- 16,348.95 16,348.95
Xxxxxx, Xxxx (11/24/00) Prepaid ?
Total SSI Employees 49,867.78
Grand Total 162,405.95
-14-
