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EXHIBIT 10.24
STOCK RECONCILIATION SETTLEMENT AGREEMENT
This Stock Reconciliation Settlement Agreement is entered into between eSat,
Inc. ("ESAT") and Corporate Financial Enterprises, Ltd., ("CFE"), individually
and on behalf of its clients, Xxxxxxx Investissements, Ltd., Eurorisk
Management, Xxxxx Properties, Ltd., Venture Holdings, Ltd. and Commonwealth
Ventures, Ltd. ("CLIENTS").
RECITALS
CFE facilitated the raising of working capital on behalf of eSat, Inc. through
the sale of ESAT securities pursuant to Rule 506.
The shares were purchased by the above named clients and others through the
efforts of CFE. The CLIENTS received share certificates evidencing said
purchase.
A dispute has arisen as to the nature of the shares initially sold, specifically
whether or not said shares were sold pursuant to Regulation `D' Rule 506 and
whether or not said shares were paid for in full.
The parties hereby agree and acknowledge that 1,186,938 shares were issued for
which the company indicates that there is no evidence of payment. The company
indicates that there may be additional shares for which no evidence of payment
has been found. All of the above name CLIENTS contend that all of the shares
issued have been fully paid for, specifically Xxxxxxx Investissements, Ltd. with
the payment of $750,000, which the company acknowledges was received on February
24, 1999, in exchange for 546,317 shares as evidenced by certificate #5693
issued January 14, 1999.
Execution hereon shall result in a settlement of all matters relating to the
issuance of shares and shall serve as a full and complete settlement among all
parties and that none of the above named parties shall have any claims against
the other for any claims now and for all time, or for any additional claims for
shares, for which the company alleges have not been paid.
In order to resolve for all time, all of the differences among all of the above
named parties, the parties do hereby agree as follows:
SETTLEMENT
1. ESAT and CFE agree that the Consulting Agreement entered into on
September 17, 1998 shall be cancelled and that any and all rights of CFE
to receive future fees and preferred shares pursuant to the Consulting
Agreement shall be terminated. Notwithstanding the cancellation of the
Consulting Agreement, it is agreed and understood that any and all fees
and compensation, earned to date by CFE, have been paid by ESAT and that
all warrants issued to CFE pursuant to section 5(b) of the agreement
shall remain in full force and
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effect. CFE shall have the right to exercise such warrants as per the
terms of the agreement. If for any reason NASDAQ requires the preferred
shares to be placed into a voting trust, then CFE agrees to comply
forthwith.
2. CFE and its CLIENTS shall pay $558,510 to ESAT.
3. All shares previously issued by ESAT shall be permitted to be
transferred in accordance with Rule 144, specifically certificate #5693
in the name of Xxxxxxx Investissements, Ltd. in the amount of 546,317
shares, as referenced above, which shares are deemed to have been fully
paid for.
4. CFE agrees to indemnify and hold harmless ESAT against any claims that
may arise in favor of any of the above named CLIENTS against ESAT.
5. ESAT agrees to hold harmless CFE and its CLIENTS for any of the issues,
which are the subject of this agreement as well as to any and all claims
from third parties relating to the issuance and payment of shares, which
third parties may not be parties to this transaction.
6. ESAT agrees and represents that any and all shares purchased by or
through the efforts of CFE on behalf of its clients, whether or not
party to this agreement, are deemed to be fully paid and non-assessable
and shall be permitted to transfer in accordance with Rule 144.
If for any reason it becomes necessary to enforce any portion of this agreement
through the courts, then the prevailing party will be entitled to recover
reasonable attorney fees and costs.
Agreed and accepted this 28th day of March, 2000.
ESAT, INC. CORPORATE FINANCIAL ENTERPRISES
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxx
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Xxxxxxx Xxxxxx Xxxxx Xxxxxxx
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