First Amendment
to Settlement Agreement
Dated February 18, 1999
The Settlement Agreement Dated the 18th day of February, 1999, made and
entered into by and among Equity Growth Systems, inc., a publicly held Delaware
corporation with a class of securities registered under Section 12(g) of the
Securities and Exchange Act of 1934, as amended ("Equity Growth Systems" and the
"Exchange Act," respectively) Xxxxxxx X. Xxxxx III, (Xxxxx), individually and
Diversified Corporate Consulting Group, L.L.C., a Delaware Limited Liability
Company, to the extent indicated, is hereby amended , altered and modified as
follows:
On Page one: Paragraph First: Terms of Settlement, is amended to read as
follows:
First: Terms of Settlement
Xxxxx, Diversified and Equity Growth Systems hereby agree to settle all of
their outstanding claims against each other:
A. In full payment of all obligations to Xxxxx, as an individual, and
Diversified, owed by Equity Growth Systems, Inc., from the beginning of time
until the date of this Agreement, as well as in consideration for the
extinguishment of all agreements between Equity Growth Systems, Xxxxx and
Diversified, Equity Growth Systems will, after receipt of a fully executed,
notarized copy of this Agreement, instruct its transfer agent to issue 150,000
shares of its common stock to the Yankees Companies, Inc., a Florida Corporation
(Yankees) to which Xxxxx and Diversified have assigned their rights to
compensation from Equity Growth Systems, and thereafter deliver the stock
certificate evidencing such shares to Yankees, or whomever Yankees, so chooses,
at it's address as set herein or at an address as the managing director may
direct. This consideration is payment for Xxxxx and Diversified's fees and
liability in favor of Xxxxx and Diversified in the final compromised billing of
consulting and/or attorneys' fees. Said outstanding xxxx is compromised to
$3,000.00. The common stock is herein conveyed for the consideration of two
cents ($.02) per share.
B. Diversified and Equity Growth Systems hereby rescinds and relinquishes
all rights under any agreements between Diversified and Equity Growth Systems,
other than those created by this Agreement, relinquishing rights to anything
involving Equity, including, but not limited to, any loans, bills of sale,
corrected bills of sale, contracts or agreements.
C. Notwithstanding the foregoing, nothing in this Agreement shall be deemed
to affect Xxxxx'x or Diversified's rights to Equity Growth Systems, inc.,
securities held by Xxxxx or Diversified, or any rights of the Yankee Companies,
Inc., or of any affiliates of Xxxxx or Diversified.
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The remainder of the settlement agreement entered between the parties on
February 18, 1999, shall remain in full force and effect.
-----------------------------
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Equity Growth Systems, inc.
By: /s/ Xxxxxxx X. Xxxxxxx /s/
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Xxxxxxx X. Xxxxxxx, Acting President
(CORPORATE SEAL)
State of }
County of } ss.:
Before me, an individual duly authorized to administer oaths, did
personally appear: Xxxxxxx X. Xxxxxxx, Acting President for Equity Growth
Systems, inc., a _________resident personally known to me or produced
identification ____________________________________, who being duly sworn, did
confirm that he executed the foregoing Agreement on the date first hereinbefore
set forth, in the capacities indicated. My commission expires on:
(Seal)
/s/ Xxxxxxxx X. Xxxxxxxx /s/
--------------------------
Notary Public
Diversified:
---------------------------------
_________________________________ By: /s/ Xxxxxxx X. Xxxxx, III /s/
--------------------------------
Xxxxxxx X. Xxxxx III, Managing Member
---------------------------------
/s/ Xxxxxxx X. Xxxxx, III /s/
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxxx III, Individually
State of }
County of } ss.:
Before me, an individual duly authorized to administer oaths, did
personally appears: Xxxxxxx X Xxxxx III, individually, and as Managing Member of
Diversified Corporate Consulting Group, L.L.C., who is a Florida resident
personally known to me or produced identification
____________________________________, who being duly sworn, did confirm that he
executed the foregoing Agreement on the date first hereinbefore set forth, in
the capacities indicated. My commission expires on:
(Seal)
/s/ Xxxxxxx X. Xxxxxxx /s/
-----------------------
Notary Public
106
