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EXHIBIT 10.13
AGREEMENT
The parties set forth below, evidenced by their signatures affixed
hereto, do hereby agree as follows:
1. The Board of Directors of United States Telecommunications, Inc.
shall be configured as follows:
A. Reuben Xxx Xxxxxx
B. Xxxx Xxxxxxx
C. Xxxxx Xxxxxxxx
D. Xxx Xxxx
E. Xxxxxxx Xxxxxxx or his assign
Said Board shall remain in power for at least eleven (11) months.
In the event, that Xxxxx Xxxxxxxx does not accept his appointment to
the Board of Directors of United States Telecommunications, Inc., Xxxxxxx
Xxxxxxx shall nominate and Xxxxxxx Xxxxx shall have a first right of refusal
regarding the appointment of any prospective replacement Board member.
2. That certain I-NEX Consulting Group Agreement, a copy of which is
attached hereto as Exhibit A, shall be executed by the appropriate corporate
authorities.
3. That certain Law Suit titled United States Telecommunications, Inc.
Plaintiff v. Xxxxxxx Xxxxxxxxx et al. Defendant case No. 99 CA-010079, shall
upon execution of this agreement be immediately dismissed. A copy of the caption
page is attached hereto as Exhibit B.
4. Those certain United States Telecommunications Promissory Notes
made to the order of Xxxxxxx Xxxxxxx in the approximate amount of Four Hundred
Sixty Thousand ($460,000) Dollars, copies of which are attached hereto as
Exhibit C, shall remain uncollected/unpaid until approximately January 2, 2000.
On or about January 2, 2000, Xx. Xxxxxxx Xxxxxxx shall abandon and/or completely
release United States Telecommunications from any actual obligations with
respect to said notes.
5. All shares of United States Telecommunications, Inc. previously
issued to Prime Equities Group, Inc., Xxxxxxx Xxxxx and/or his assigns shall be
deemed
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recognized by United States Telecommunications, Inc. as valid and properly
issued.
6. United States Telecommunications, Inc. shall immediately
issue to Prime Equities Group, Inc., or its assigns eighty-five thousand
(85,000) shares pursuant to the Agreement attached hereto as Exhibit D.
7. Seven thousand, five hundred ($7,500) Dollars shall be
immediately returned to X.X. Xxxxx and Company, Ltd.
Facsimile signature shall be deemed as original for the purpose of this
document.
This Agreement shall be governed by and construed and enforced in
accordance with and subject to the laws of the State of Florida.
Signed this 21 day of December, 1999 (year).
By: /s/ XXXXXXX XXXXXX
------------------------------
Intercontinental Brokers, Inc.
Director
By: By: /s/ XXXXXXX XXXXXXX
-------------------------- ------------------------------
Prime Equities Group, Inc. Quantum Law, Inc.
Addendum:
1. The parties to this agreement will take all reasonable
measures to make sure the provisions are complied with.
2. The Board of Directors shall determine no later than January
10, 2000 where the books and records of the Corporation shall reside.
3. Xxxxxxx Xxxxxxx and Xxx Xxxx shall immediately reappoint Xxx
Xxxxxx and Xxxx Xxxxxxx to the Board of Directors and offer such position to
Xxxxx Xxxxxxxx.
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EXHIBIT A to EXHIBIT 10.13
CONSULTANT AND MANAGEMENT AGREEMENT
AGREEMENT dated the __ day of December, 1999, between United States
Telecommunications, Inc., a Florida corporation (hereinafter the "Company")
with an office at 0000 000xx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000
(the "Company"), and I-NEX Consulting Group, Inc., a Nevada corporation, 000
Xxxxxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxx 00000 (hereinafter the "Consultant").
WITNESSETH:
WHEREAS, the Company desires to engage the services of the consultant
and the Consultant is willing to accept such engagement, all on the terms
hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
1. ENGAGEMENT. The Company hereby engages the Consultant as its
Business Coordinating Specialist, Compliance Consultant and Keeper
of the records, on the terms hereinafter set forth for a period of
thirty (30) months, from the date of this Agreement or to
terminate upon the date UST becomes a publicly traded company and
a Chief Financial Officer has been appointed, from outside the
present company's employee and/or management team, as well as
approved by the Board of Directors of the Company, which ever
occurs first and the Consultant hereby accepts such engagement.
Consultant may select from among its employees, subject to the
written approval of the Company, a "Managing Consultant," who
shall render the services required of Consultant by the terms
hereof.
2. DUTIES. The Consultant will render services in such executive,
supervisory and general administrative capacities as the Board of
Directors of the Company shall from time to time reasonably
determine. Without limiting the foregoing, the Consultant shall
oversee the Company's Regulatory compliance, including but not
limited to Regulatory filings and records, attached hereto as
Exhibit A is non exclusive list of some of those Regulatory
matters and/or filings. The Consultant may travel wherever the
Company may reasonably require. In connection with all such trips,
the Consultant will be advanced or reimbursed all reasonable
travel and living expenses provided the Consultant submits
appropriate documentation for such expenses to the Company. The
Consultant's employees will be entitled to first class travel and
hotel accommodations.
3. EXCLUSIVITY. During its engagement with the Company neither the
Consultant nor its employees, will (i) act for its or their own
account in any manner which would interfere with the performance
of Consultant's duties under this Agreement. Notwithstanding the
foregoing, the Consultant and its employees may own equity
securities of any Company engaged in securities exchange or
regularly quoted in an over-the-counter market by one or more
members of a
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national or an affiliated securities association and/or in a
company(s) no so listed.
4. COMPENSATION.
4.1 As of the date of execution of the agreement the Company will
pay the Consultant a consulting fee at the rate of $10,000 per
month in equal, daily (business day) installments unless otherwise
approved by Consultant. Said payments shall be direct deposit into
Consultant bank account unless otherwise approved by Consultant.
Thereafter the Company shall raise the Consultant's consulting fee
by not less than eight percent (8%) annually on the month and date
on which this Agreement was signed for a period of thirty (30)
months, from the date of this Agreement or until the company is
sold, which ever occurs first and the Consultant hereby accepts
such engagement. The Consultant will not be entitled to overtime
or other additional compensation as a result of services performed
during evenings, weekends, and or, holidays. Company shall supply
and pay for not less than one (1) operational local and long
distance cellular telephone to Consultant.
4.2 ADDITIONAL COMPENSATION. Consultant shall be entitled to any
additional compensation that in their official capacity the Board
of Directors approve.
4.3 DEDUCTIONS. The Company and Consultant agree that by the
terms of this agreement Consultant, and the employees of
Consultant, shall be independent contractors and not "employees"
of the Company as the term "employee" is defined in any code,
statute or administrative regulation of the United States of
America or the State of Florida. Consultant expressly agrees that
during or after the pendency of this agreement it will not contend
that its employees are "employees" of the Corporation. For the
purpose of procuring any benefits (monetary or otherwise) or
remedies provided to "employees" and not provided to "independent
contractors", by any code, statute or administrative regulation of
the United States of America or the State of Florida. Consultant
further expressly agrees that in keeping with its status as an
independent contractor it will declare any consulting fee paid it
pursuant to the terms of this agreement on IRS Form 1040, Schedule
C, or its successor, and will be responsible for and pay its own
income and employer's taxes in whatever sum they might be.
5. EXPENSES. The Company will reimburse the Consultant for all
proper, normal and reasonable expenses incurred by the Consultant
in performing its obligations under this Agreement upon the
Consultant's furnishing the Company with
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evidence of such expenditures. The Consultant will not incur any
unusual or major expenditures (in excess of $1,750.) without the
Company's prior written approval. Without limiting the foregoing,
the Consultant will not, without the Company's prior written
approval, incur any travel expenses (including the cost of
transportation, meals and lodging) in excess of $1,750 in the
aggregate for any one trip.
6. BENEFITS.
6.1 The Company and the Consultant agree that the Consultant will
be responsible for the cost of Consultant's employees' medical,
hospital, dental, or disability insurance, and that the Company
shall not be responsible for procuring or paying for any such
coverage. The Company and the Consultant agree that the Company
shall not be responsible for the cost of an automobile to enable
the Consultant to perform its duties under this agreement, nor
shall the Company be responsible for the costs of insuring,
maintaining, repairing or operating such automobile. The Company
and the Consultant acknowledge that all of the expenses
represented in this Section 6.1 were contemplated by, and included
in, Consultant's annual consulting fee set forth in Section 4.1
above.
6.2 The Managing Consultant will be entitled to 30 days paid
vacation during each calendar year (January 1 to December 31) in
addition to any paid holidays which the Company observes. In
addition, the Managing Consultant shall be entitled to fourteen
(14) days-paid sick leave. Vacation and sick leave must be used
during each calendar year; if it is not used, it will be
forfeited. No payment will be made for unused vacation or sick
leave time.
6.3 The Consultant's consulting fee and other rights and benefits
under this Agreement will not be suspended or terminated because
the Managing Consultant is absent from work due to illness,
accident or other disability, provided that such absence is deemed
medically necessary as set forth under Section 7 below. The
provisions of this Section 6.3 will not limit or affect the rights
of the Company under Section 7.
7. TERMINATION.
7.1 DEATH. Absent a written agreement between the Company and
Consultant to replace the Managing Consultant, this Agreement
shall automatically terminate upon the death of the Managing
Consultant, and all monetary obligations of Company to Consultant
as set forth herein (including Consultant's consulting fee set
forth in Section 4.1 above and reimbursement for expenses as set
forth in Section 5 above) shall be prorated to the date of death
of the Managing Consultant and paid to Consultant.
7.2 DISABILITY. If the Managing Consultant is unable to perform
substantially all
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of his duties under this Agreement because of illness, accident or
other disability (collectively referred to as "Disability"), and
the Disability continues for more than three (3) consecutive
months or an aggregate of more than six (6) months during any
twelve (12) month period, then the Company may cause the Managing
Consultant to be examined by a doctor or doctors selected by the
Company, and the Managing Consultant will submit to all required
examinations and will cooperate fully with such doctor or doctors
and, if requested to do so, will make available to them his
medical records. The Managing Consultant's own doctor may be
present.
(i) If the examining doctor or doctors and the Managing
Consultant's own doctor determine that the Managing
Consultant's absence from work is medically necessary, the
Company will not suspend its obligations to the Consultant
under this Agreement.
(ii) If the examining doctor or doctors and the Managing
Consultant's own doctor determine that the Managing
Consultant's absence from work is not medically necessary, the
Company may suspend its obligations to the Consultant under
Sections 4.1, 4.2 and 5 on or after the expiration of said 3-
or 6-month period until the Company terminates such suspension
as hereinafter provided. The Company will terminate any such
suspension after the Disability has, in fact ended and after
it has received written notice from the Managing Consultant
that the Disability has ended and that he is ready, willing
and able to perform fully his services under this Agreement.
Termination of such suspension will be no later than one week
after the Company has received such notice from the Managing
Consultant. If any one or more periods of suspension continue
pursuant to the provisions of this Section for 3 consecutive
months or 6 months in the aggregate, then the Company may at
any time prior to termination of the then current period of
suspension, terminate the Consultant's engagement hereunder.
(iii) If the examining doctor or doctors and the Managing
Consultant's doctor do not agree as to whether the Managing
Consultant's absence from work is medically necessary, they
shall consult with a third doctor whom they choose by
agreement, and whose determination as to the medical necessity
of Consultant's absence shall be final.
7.3 ADDITIONAL GROUNDS FOR AND METHODS OF TERMINATION. In addition
to the methods of termination set forth in Sections 7.1 and 7.2
above, this Agreement may be terminated before its normal
expiration date by any of the following methods:
(i) By Consultant upon the giving of sixty (60) days written
notice to Company:
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(ii) By Company giving written notice to Consultant for cause,
which said cause shall be limited to (a) Managing Consultant's
habitual intoxication or drug addiction; (b) Managing
Consultant's being finally convicted of a felony involving
moral turpitude; (c) a final adjudication by a Court of
competent jurisdiction of Managing Consultant being mentally
"incapacitated," as that term is defined in accordance with
the statutes or case law of the State of Florida.
7.4 SEVERANCE. If this Agreement is terminated pursuant to
Sections 7.1, 7.2, or 7.3.
7.5 Consultant shall only be entitled to payment of any accrued
consulting fee and outstanding expense reimbursement. If this
Agreement is terminated for any other reason, the Company shall
pay as severance to the Consultant the compensation to which
Consultant would be entitled pursuant to this Agreement had the
Agreement not been terminated.
7.6 There are no other conditions or reasons for which the
Consultant may be terminated other than those set forth above.
8. RESULTS OF THE CONSULTANT'S SERVICES.
8.1 The Company will be entitled to and will own all the results
and proceeds of the Consultant's services under this Agreement,
including, without limitation, all rights throughout the world to
any copyright, patent, trademark or other right and to all ideas,
inventions, products, programs, procedures, formats and other
materials of any kind created or developed or worked on by the
Consultant during and as a result of its engagement by the
Company; the same shall be the sole and exclusive property of the
Company; and the Consultant will not have any right, title or
interest of any nature, or kind therein. Without limiting the
foregoing, it will be presumed that any copyright, patent,
trademark or other right and any idea, invention, product,
program, procedure, format or material created, developed or
worked on by the Consultant at any time during the term of, and as
a result of its engagement will be a result or proceed of the
Consultant's services under this Agreement. The Consultant will
take such action and execute such documents as the Company may
request to warrant and confirm the Company's title to ownership of
all such results and proceeds and to transfer and assign to the
Company any rights which the Consultant may have therein. The
Consultant's right to any compensation or other amounts under this
Agreement will not constitute a lien on any results or proceeds of
the Consultant's services under this Agreement.
8.2 The Consultant acknowledges that the violation of any of the
provisions of Section 8.1 will cause irreparable loss and harm to
the Company which cannot
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be reasonably or adequately compensated by damages in an action at
law, and, accordingly, that the Company will be entitled to
injunctive and other equitable relief to enforce the provisions of
that Section; but no action for any such relief shall be deemed to
waive the right of the Company to an action for damages.
9. USE OF CONSULTANT'S NAME, ETC. The Company is hereby granted the
right during the term of its engagement to make use of and to
permit others to make use of the Managing Consultant's name,
pictures, photographs, and other likenesses, and voice, in
connection with the advertising, publicity and exploitation of any
products, or in connection with the use or implementation of any
of the Managing Consultant's services hereunder or the proceeds
thereof. This right shall cease after termination of this
Agreement by either party.
10. NEGATIVE COVENANTS.
10.1 The Consultant, and its employees, will not, during or after
the term of this Agreement, disclose to any third person or use or
take any personal advantage of any confidential information or any
trade secret of any kind or nature obtained during the term of
this engagement.
10.2 To the full extent permitted by law, neither the Consultant
nor its employees will for a period of six months following the
termination of this engagement with the Company:
(i) attempt to cause any person, firm or corporation which is
a customer of or has a contractual relationship with the
Company at the time of the termination of this engagement to
terminate such relationship with the Company, and this
provision shall apply regardless of whether such customer has
a valid contractual arrangement with the Company:
(ii) attempt to cause any employee of the Company to leave
such employment; engage any person who was an employee of the
Company at the time of the termination of this engagement or
cause such person otherwise to become associated with the
Consultant or with any other person, corporation, partnership
or other entity with which the Consultant may thereafter
become associated:
10.3 The Consultant acknowledges that the violation of any of the
provisions of this Section 10 will cause irreparable loss and harm
to the Company which cannot be reasonably or adequately
compensated by damages in an action at law, and, accordingly, that
the Company will be entitled to injunctive and other equitable
relief to prevent or cure any breach or threatened breach thereof,
but no action for any such relief shall be deemed to waive the
right of the Company to an action for damages.
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10.4 The Company shall immediately terminate any employee who
states in either oral or written form a negative or untrue
statement regarding Consultant.
11. GOVERNING LAW; REMEDIES.
11.1 This agreement has been executed in the State of Florida and
shall be governed by and construed in all respects in accordance
with the law of the State of Florida.
11.2 Except as otherwise expressly provided in this Agreement,
any dispute or claim arising under or with respect to this
Agreement will be resolved by arbitration in Tampa, Florida, in
accordance with the Rules of the American Arbitration Association
before a panel of three (3) arbitrators, one appointed by the
Consultant, one appointed by the Company, and the third appointed
by said Association. The decision or award of a majority of the
arbitrators shall be final and binding upon the parties. Any
arbitral award may be entered as a judgment or order in any court
of competent jurisdiction.
11.3 Notwithstanding the provisions for arbitration contained in
this Agreement, the Company will be entitled to injunctive and
other equitable relief from the courts as provided in Section
6.2, 11 and 12.3 and as the courts may otherwise determine
appropriate; and the Consultant agrees that it will not be a
defense to any request for such relief that the Company has an
adequate remedy at law. For purposes of any such proceeding the
Company and the Consultant submit to the non-exclusive
jurisdiction of the courts of the State of Florida and of the
United States located in the County of Hillsborough, State of
Florida, and each agrees not to raise and waives any objection to
or defense based on the venue of any such court of forum non
convenient.
11.4 A court of competent jurisdiction, if it determines any
provision of this Agreement to be unreasonable in scope, time or
geography, is hereby authorized by the Consultant and the Company
to enforce the same in such narrower scope, shorter time or
lesser geography as such court determines to be reasonable and
proper under all circumstances.
11.5 The Company and the Consultant will also have such other
legal remedies as may be appropriate under the circumstances
including, inter alia, recovery of damages occasioned by a
breach. The rights and remedies of the Company and the Consultant
are cumulative and the exercise or enforcement of any one or more
of them will not preclude the Company or the Consultant from
exercising or enforcing any other rights or remedy.
12. INDEMNITY. To the extent permitted by law, the Company will
indemnify the Consultant, and its employees, against any claim or
liability and will hold the
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Consultant, and its employees, harmless from and pay any expenses
(including, without limitation, legal fees and court costs),
judgments, fines, penalties, settlements and other amounts
arising out of or in connection with any act or omission of the
Consultant, or any of its employees, performed or made in good
faith on behalf of the Company pursuant to this Agreement,
regardless of negligence. The Company will not be obligated to pay
the Consultant's, or its employees' legal fees and related charges
of counsel during any period that the Company furnishes, at its
expense, counsel to defend the Consultant, or its employees; but
any counsel furnished by the Company must be reasonably
satisfactory to the Consultant. The foregoing provisions will
survive termination of the Consultant's engagement by the Company
for any reason whatsoever and regardless of fault. This provision
shall apply to any and all time periods prior to the execution of
this Agreement.
13. SEVERABILITY OF PROVISIONS. If any provision of this Agreement or
the application of any such provision to any person or
circumstance is held invalid, the remainder of this Agreement, and
the application of such provision other than to the extent it is
held invalid, will not be invalidated or affected thereby.
14. WAIVER. No failure by the Company or the Consultant to insist upon
the strict performance of any term or condition of this Agreement
or to exercise any right or remedy available to it will
constitute a waiver. No breach or default of any provision of
this Agreement will be waived, altered or modified. The Company
may not waive any of its rights, except by a written instrument
executed by the Company; the Consultant may not waive any of its
rights, except by a written instrument executed by the
Consultant. No waiver of any breach or default will affect or
alter any term or condition of this Agreement, and such term or
condition will continue in full force and effect with respect to
any other then existing or subsequent breach or default thereof.
15. MISCELLANEOUS.
15.1 This Agreement may be amended only by an instrument in
writing signed by the Company and the Consultant.
15.2 This Agreement shall be binding upon the parties and their
respective successors and assigns. The Company may, without the
Consultant's consent, transfer or assign any of its rights and
obligations under this Agreement to any corporation which,
directly or indirectly, controls or is controlled by the Company
or is under common control with the Company or to any corporation
succeeding to all or a substantial portion of the Company's
business and assets, provided that the Company shall not be
released from any of its obligations under this Agreement, and
provided further that any such transferee or assignee agrees in
writing to assume all the obligations of the Company hereunder.
Control means the power to elect a majority of the directors of a
corporation or in any other
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manner to control or determine the management of a corporation.
Except as provided above, neither the Company nor the Consultant
may without the other's prior written consent, transfer or assign
any of its rights or obligations under this Agreement, and any
such transfer or assignment or attempt thereat without such
consent shall be null and void.
15.3 All notices under or in connection with this Agreement shall
be in writing and may be delivered personally or sent by mail,
courier, fax, or other written means of communication to the
parties at their addresses and fax numbers so forth below or to
such other addresses and fax numbers as to which notice is given:
(a) if to the Company:
United States Telecommunications, Inc.
Attn: President
0000 000xx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
(b) if to the Consultant:
c/o Xxxxxx X. Xxxxxx III
Attorney at Law
0000 XxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Notice will be deemed given on receipt.
15.4 Section headings are for purposes of convenient reference
only and will not affect the meaning or interpretation of any
provision of this Agreement.
15.5 This Agreement constitutes the entire agreement of the
parties and supersedes any and all prior agreements or
understandings between them.
15.6 The Consultant has reviewed this Agreement with counsel of
his choice, and has not signed this Agreement under coercion,
force or duress.
15.7 The prevailing party in any dispute arising between the
Company and the consultant under this Agreement shall be entitled
to an award of reasonable attorney fees.
Facsimile signatures shall be deemed as original for the purpose of
this document.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
day and year first above written.
UNITED STATES TELECOMMUNICATIONS, INC.
By:/s/ Xxxxxxx Xxxxxxx
--------------------------
Xxxxxxx Xxxxxxx, President
For the Board of Directors of
United States Telecommunications, Inc.
I-NEX Consulting Group, Inc.
By:/s/Xxxxxxx Xxxxx
--------------------------------
For I-Nex Consulting Group, Inc.
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EXHIBIT B TO EXHIBIT 10.13
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
UNITED STATES TELECOMMUNICATIONS,
INC., a Florida corporation,
Plaintiff,
vs. Case No.: 99-10079
XXXXXXX XXXXXXXXX, XXXXX X. XXXXXX,
and XXXX XXXXXXX,
Defendants.
____________________________________________
VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF
1. This is an action for temporary and permanent injunctive relief.
2. Plaintiff, UNITED STATES TELECOMMUNICATIONS, INC. ("UST") is now,
as at all times herein mentioned, a duly organized, validly existing Florida
corporation. UST is a telecommunications service provider licensed to do
business in 26 states. UST is currently providing service to customers in 19
states.
3. XXXXXXX XXXXXXXXX ("Xxxxxxxxx") is a resident of Hillsborough
County, Florida.
4. XXXXX X. XXXXXX ("Xxxxxx") is a resident of Illinois, and is
subject to the jurisdiction of this Court pursuant to Florida Statute, Section
48.193, Fla. Stat. Specifically, Xxxxxx is illegally and improperly purporting
to act as a director of a Florida corporation, as set forth herein, and is
purporting to operate, conduct, engage in or carry on a business or business
venture in this State. Further, this action seeks to enjoin the commission of
torts in the State of Florida.
5. XXXX XXXXXXX ("Xxxxxxx") is a resident of Colorado, and is subject
to the jurisdiction of this Court pursuant to Section 48.193, Fla. Stat.
Specifically, Xxxxxxx is illegally and improperly purporting to act as a
director of a Florida corporation, as set forth herein, and is
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purporting to operate, conduct, engage in or carry on a business or business
venture in this State. Further, this action seeks to enjoin the commission of
torts in the State of Florida.
6. All conditions precedent to the institution of this action
have occurred or otherwise been performed.
7. Between October 11 and December 15, 1999, Xxxxxxxxx, Xxxxxx
and Xxxxxxx were directors of UST.
8. On December 15, 1999, Xxxxxxxxx, Xxxxxx and Xxxxxxx were
removed as directors pursuant to a Written Consent of the Shareholders of
United States Telecommunications, Inc., executed pursuant to Section 607.0704,
Fla. Stat. A true and correct copy of the Written Consent is attached hereto as
Exhibit "A."
9. Notwithstanding the fact that they have been removed as
directors of UST, on December 17, 1999, Xxxxxxxxx, Xxxxxx and Xxxxxxx have
given written notice of a "Special Meeting of the Board of Directors of United
States Telecommunications, Inc. to be Held on December 23, 1999" in
Hillsborough County, Florida. A copy of this Notice is attached hereto as
Exhibit "B."
10. Because they have been removed as directors, Xxxxxxxxx,
Xxxxxx and Xxxxxxx have no legal authority to convene any meeting of the board
of directors of UST, and can take no valid legal action on behalf of UST.
11. As shown by Exhibit "B," the agenda for the meeting which
Xxxxxxxxx, Xxxxxx and Xxxxxxx have purported to call includes removal and
election of officers for UST, consideration and action upon the corporation's
S-1 Registration Statement with the United States Securities and Exchange
Commission, and consideration and action "upon the use of the corporation's
funds."
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12. In addition to conducting its significant daily business
operations arising out of provision of telecommunications services, UST is
filing an S-1 Registration Statement with the U.S. Securities and Exchange
Commission in connection with a rescission offering being made pursuant to a
consent order entered into with the State of Florida Department of Banking, and
in connection with its efforts to address issues arising out of an action which
has been filed by the SEC styled United States Securities and Exchange
Commission v. Physician's Guardian Unit Investment Trust, et al., Case No.
99-1117-CIV-T-17A, United States District Court, Middle District of Florida,
Tampa Division (the "SEC Action").
13. UST will suffer irreparable harm unless Xxxxxxxxx, Xxxxxx and
Xxxxxxx are enjoined and restrained from purporting to take any actions on
behalf of UST, which actions could include the following:
- Attempting to notify the banks used by UST that management
is not authorized to sign checks on its account;
- Withdrawal or dissipation of UST funds;
- Attempting to remove or terminate employment of UST
officers, managing agents and employees;
- Interference with the filing and consideration of UST's S-1
Registration Statement with the SEC; and
- Attempting to bind UST in business transactions or contracts
contrary to the best interests of UST, which transactions or
contracts would jeopardize UST's S-1 registration, and its
ability to avoid liability or exposure in the SEC Action,
and to the Florida Department of Banking.
14. UST has no adequate remedy at law.
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WHEREFORE, United States Telecommunications, Inc. respectfully requests
this Court enter a temporary and permanent injunction, enjoining Xxxxxxx
Xxxxxxxxx, Xxxxx X. Xxxxxx and Xxxx Xxxxxxx from purporting to take any actions
on behalf of United States Telecommunications, Inc., including specifically,
without limitation, the removal or termination of any officer or employee of
U.S. Telecommunications, Inc., interference with the filing or processing of
UST's S-1 Registration with the Securities and Exchange Commission, interference
with UST's relationship with its banks, any attempt to change authorized
signatories on UST's bank accounts, any appropriation or use of UST funds or
assets, and any acts of a similar nature.
Dated: December 20, 1999
/s/ XXXXXXX X. XXXXXXXX, XX.
----------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Xxxxxxx Xxx Xx. 000000
Xxxxxx X. Xxxxxxxx
Florida Bar No. 816043
XXXX, XXXX & XXXXXXXXX, P.A.
Suite 3700 - Xxxxxxx Plaza
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attorneys for Plaintiff
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VERIFICATION
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
BEFORE ME, the undersigned authority, personally appeared XXXXXXX
XXXXXXX, President and Director of United States Telecommunications, Inc., who
is personally known to me and upon first being duly sworn and cautioned,
deposes and states that he has read the foregoing and that it is true and
correct to the best of his knowledge.
SWORN to and subscribed before me by XXXXXXX XXXXXXX, who took an
oath, this 20th day of December, 1999.
/s/ XXXXXXX XXXXXXX
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/s/ XXXXXXX X. XXXXXX
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Name: XXXXXXX X. XXXXXX
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Notary Public - State of Florida
Commission No.
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My Commission Expires:
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[NOTARY PUBLIC SEAL]
XXXXXXX X. XXXXXX
MY COMMISSION # CC 805965
EXPIRES: February 2, 2003
Bonded Thru Notary Public Underwriters
18
EXHIBIT C to Exhibit 10.13
PROMISSORY NOTE
$59,002.54
Tampa, Florida November 22, 1999
FOR VALUE RECEIVED, the undersigned, United States Telecommunications,
Inc. (referred to as the "Maker"), promises to pay to the order of Xxxxxxx
Xxxxxxx (and together with any other holder hereof hereinafter referred to as
"Holder"), the principal sum of Fifty-Nine Thousand Two Dollars and Fifty-four
Cents ($59,002.54), which principal amount plus accrued interest shall be
payable on demand, in legal tender of the United States of America for debts and
dues, public and private. Interest shall accrue on the unpaid principal balance
at a rate equal to 8.5% per annum. Interest shall be calculated on the basis of
a 360 day year for the actual number of days elapsed. Payments due hereunder
shall be made to Holder at: 0000 Xxxxx Xxx Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000
or at such other place as Holder may from time to time notify Maker of in
writing.
Maker hereby reserves the right to prepay the indebtedness evidenced by
this Promissory Note in whole or in part, at any time without penalty, or
premium. Any partial prepayment shall be attributed to the principal amount
hereof.
Time is of the essence with respect to this Promissory Note.
This Note evidences the obligation of the Maker and its successors in
interest to Easy Cellular, Inc. and its successors in interest pursuant to that
certain Joint Venture Agreement entered into between Tel Com Plus California,
LLC and Easy Cellular, Inc. dated as of July 24, 1997. United States
Telecommunications, Inc. is the successor in interest to Tel Com Plus
California, LLC and Xxxxxxx Xxxxxxx is the successor in interest to Easy
Cellular, Inc.
This Promissory Note shall be governed by and construed in accordance
with the laws of the State of Florida. If this Promissory Note is collected by
or through an attorney-at-law, all costs of collection including reasonable
attorneys' fees and expenses shall be payable by the undersigned.
IN WITNESS WHEREOF, Maker has executed this Promissory Note the day and
year first above written.
MAKER:
UNITED STATES TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------
Xxxxxxxx X. Xxxxxx
Vice President
By: /s/ Xxxx X. Xxx Xxxx
----------------------------
Xxxx X. Xxx Xxxx
Vice President
19
EXHIBIT C to Exhibit 10.13
PROMISSORY NOTE
$400,000
Tampa, Florida November 22, 1999
FOR VALUE RECEIVED, the undersigned, United States Telecommunications,
Inc. (referred to as the "Maker"), promises to pay to the order of Xxxxxxx
Xxxxxxx (and together with any other holder hereof hereinafter referred to as
"Holder"), the principal sum of Four Hundred Thousand Dollars ($400,000), which
principal amount plus accrued interest shall be payable on demand, in legal
tender of the United States of America for debts and dues, public and private.
Interest shall accrue on the unpaid principal balance at a rate equal to 8.5%
per annum. Interest shall be calculated on the basis of a 360 day year for the
actual number of days elapsed. Payments due hereunder shall be made to Holder
at: 0000 Xxxxx Xxx Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 or at such other place as
Holder may from time to time notify Maker of in writing.
Maker hereby reserves the right to prepay the indebtedness evidenced by
this Promissory Note in whole or in part, at any time without penalty, or
premium. Any partial prepayment shall be attributed to the principal amount
hereof.
Time is of the essence with respect to this Promissory Note.
This Note evidences the obligation of the Maker and its successors in
interest to Easy Cellular, Inc. and its successors in interest pursuant to that
certain Joint Venture Agreement entered into between Tel Com Plus Miami, LLC and
Easy Cellular, Inc. dated as of February 28, 1997. United States
Telecommunications, Inc. is the successor in interest to Tel Com Plus Miami, LLC
and Xxxxxxx Xxxxxxx is the successor in interest to Easy Cellular, Inc.
This Promissory Note shall be governed by and construed in accordance
with the laws of the State of Florida. If this Promissory Note is collected by
or through an attorney-at-law, all costs of collection including reasonable
attorneys' fees and expenses shall be payable by the undersigned.
IN WITNESS WHEREOF, Maker has executed this Promissory Note the day and
year first above written.
MAKER:
UNITED STATES TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Vice President
By: /s/ Xxxx X. Xxx Xxxx
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Xxxx X. Xxx Xxxx
Vice President
