EXHIBIT 10
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT is made and entered into this 25th day of
September, 1997 by and between Workforce Systems Corp., a Florida corporation
(the "Company"), LPS Acquisition Corp., a Florida corporation ("LPS") and Xxxx
Xxxxxxxxx and Xxxxxxxx Xxxxxxxxx (collectively, "Xxxxxxxxx").
WHEREAS, LPS Acquisition Corp. ("LPS ") is a wholly-owned subsidiary of
the Company, the stock of which was acquired in a share exchange with
unaffiliated third parties on September 22, 1997.
WHEREAS, pursuant to its purchase of assets in August 1997, LPS assumed an
obligation in the principal amount of $750,000 (the "Xxxxxxxxx Payable") owed to
Xxxx Xxxxxxxxx and Xxxxxxxx Xxxxxxxxx (collectively, "Xxxxxxxxx").
WHEREAS, the parties hereto are desirous of setting forth the terms and
conditions under which the Xxxxxxxxx Payable shall be converted into shares of
the Company's capital stock.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. CONVERSION. The entire principal and any and all accrued but unpaid
interest on the Xxxxxxxxx Payable is hereby converted into 75,000
shares of the Company's Series F 7% Cumulative Non-Participating
Preferred Stock, the designations, rights and preferences of which
are attached hereto as Exhibit A and incorporated herein by such
reference.
3. MISCELLANEOUS.
(a) Each of the parties hereto will bear its own legal fees and
other expenses in connection with the transactions contemplated by this
Agreement.
(b) If any term or provision of this Agreement or any exhibits
thereto or the application thereof to any person, property or circumstances
shall to any extent be invalid or unenforceable, the remainder of this Agreement
or the exhibits thereto or the application or such term or provision to person,
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property or circumstances other than those as to which it is invalid and
unenforceable shall not be affected thereby, and each term and provision of this
Agreement or the exhibits thereto shall be valid and enforced to the fullest
extent permitted by law.
(c) Any notices, requests or consents hereunder shall be deemed
given, and any instruments delivered, two days after they have been mailed by
first class mail, postage prepaid, or upon receipt if delivered personally or by
facsimile transmission, as follows:
If to the Company
and LPS: 0000 Xxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: President
With a copy to: Atlas, Xxxxxxxx, Trop & Borkson, P.A.
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
If to Xxxxxxxxx: 0000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
With a copy to: Xxxxxx X. Xxxxxx, Esq.
Xxxxxx & Claire, P.A.
0000 X. Xxxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph.
(d) This Agreement, including the exhibits and documents referred
to herein which are a part hereof, contain the entire understanding of the
parties hereto with respect to the subject matter and may be amended only by a
written instrument executed by the parties hereto or their successors or
assigns. Any paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
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(e) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(f) This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors but shall not inure to
the benefit of anyone other than the parties signing this Agreement and their
respective successors.
(g) This Agreement shall be governed by the laws of the State of
Florida.
(h) The parties have either (i) been represented by independent
legal counsel in connection with the negotiations and execution of this
Agreement, or (ii) each has had the opportunity to obtain independent legal
counsel, has been advised that it is in their best interests to do so and by
execution of this Agreement has waive the right.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Workforce Systems Corp.
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx,
President
LPS Acquisition Corp.
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx,
President
/s/ Xxxx Xxxxxxxxx
----------------------------
Xxxx Xxxxxxxxx
/s/ Xxxxxxxx Xxxxxxxxx
----------------------------
Xxxxxxxx Xxxxxxxxx
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