AGREEMENT
This Agreement is made this 22nd day of June 2000, by and between Talk
Visual Retail Acquisitions, Inc. ("TVRAI"), a Florida corporation with its
principal business address at 3550 Biscayne Boulevard, Miami, Florida 33137, and
Various Business Management ("VBM"), a New York corporation with its principal
business address at 529 West 207th Street, 2nd Floor, New York, New York 10034.
Whereas, VBM and/or its affiliates controls, leases, owns and/or
operates eleven (11) telephone call centers/money transfer establishments (the
"Stores") in the greater New York/New Jersey area, whose locations and lease
terms are listed on Exhibit A to this Agreement; and
Whereas, VBM represents that the total gross revenue from all eleven
telephone calls shops is equal to or greater than two million dollars
($2,000,000.00) annually, based on the gross revenue for the calendar year 1999
(the "presumed gross revenue"); and
Whereas, VBM represents that TVRAI may assume and/or be substituted for
VBM and/or its affiliates with respect to any and all leases or similar
agreements regarding the realty interests held by these stores for a period not
less than three (3) years; and
Whereas, TVRAI desires to acquire the rights to the leases to the
Stores and all of the physical assets contained in each Store, but specifically
is not purchasing the VBM corporation or acquiring any asset or liability of VBM
not associated with the enumerated leases and the physical assets exiting in
each store.
NOW, THEREFORE, the parties agree to the following:
1. Pursuant to the terms set out here below, TVRAI
hereby acquires all systems, physical assets and
leases of VBM related to the eleven (11) telephone
calls shops/money transfer operations described
above. TVRAI is not purcchasing equities of any type
from VBM, nor is TVRAI assuming any obligations,
past, present or future related to VBM or any of
these Stores unless specifically agreed. All
obligations of VBM, which existed as of the date of
this First Closing described below, shall remain
exclusively the obligation of VBM. All obligations
incurred by TVRAI after the date of the First Closing
shall become the exclusive obligation of TVRAI.
2. VBM certifies it has full rights, authorization, and
power-of-attorney to sell, transfer and dispose of
the systems, assets, leases and any other elements
related to the business of VBM; and VBM agrees that
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no continuing obligations, past obligations or future
obligations, save those specifically agreed to by
TVRAI at First Closing, will be in any way, manner,
shape or form the obligations of TVRAI, and agrees to
indemnify TVRAI for any claims brought against TVRAI,
whether or not such claims become litigated, where
the claimant asserts any claim arising out of a
relationship with VBM arising prior to the date of
Final Closing. Satisfaction of this indemnity shall
come from and be limited to the stock of TVCP that is
being delivered to VBM pursuant to this Agreement.
3. TVRAI shall transfer to VBM the following
consideration for the acquisition of the Stores as
described above:
3.1 A cash payment in the total amount of Three Hundred
Fifty Thousand Dollars ($350,000.00) which shall be
paid as set out below; and
3.2 Common stock of Talk Visual Corporation with a market
value of Five Hundred Fifty Thousand Dollars
($550,000) to be paid and calculated as set out
below.
4. An initial Closing (the "First Closing") of the
transaction is being held today, June 26, 2000, at
which time TVRAI is acquiring all systems, assets and
leases of VBM (including assignments from the
original lessees of the Stores) relating to the
Stores. All documents relating to the purchase will
be held in escrow until the Final Closing referred to
in Paragraph 7 hereof. At the First Closing, TVRAI
will pay VBM $50,000 by certified check or wire
transfer. Up to an additional $100,000 will be used
by TVRAI and VBM to extinguish certain obligations
relating to the operation of some or all of the
Stores, to ensure that the landlords for the Stores
will consent to the assignment of the leases to
TVRAI, and to provide that all of the leases for the
Stores will have lease terms of at lease three (3)
years. VBM acknowledges that the landlords' consent
to the assignment of these leases and the minimum
term of three years are each material terms of this
Agreement and that failure to secure any of the
consents or the minimum terms will result in a
reduction of the purchase price as set forth in
paragraph 7 below.
5. In the two weeks following the First Closing, VBM
will take whatever steps are necessary to deliver to
TVRAI leases that have the agreed upon lease terms of
no less than three (3) years and the consent of each
of the landlords to the assignment of the leases to
TVRAI. Such consent shall be in the form attached
hereto as Exhibit "B."VBM agrees to cooperate in
every regard with TVRAI in all efforts to secure both
the minimum terms for the leases and the landlords'
consents. All funds so used shall be issued by TVRAI
check directly to the creditor or lessor, unless
expressly permitted, in writing, by TVRAI. In that
same time period, VBM shall make available to TVRAI
all carrier billings and money transfer records from
<PAGE>
the Stores so that TVRAI can conclude its due
diligence of the represented gross revenues for the
calendar year 1999.
6. Immediately following the First Closing, TVRAI may
take control of any or all of the Stores in its sole
discretion, and begin operations for and on behalf of
TVRAI. None of those operations shall be, in any way,
considered to be the operations of VBM or of any
joint venture of VBM and Talk Visual.
7. A final Closing (the "Final Closing") will be held
within ten (10) days following the conclusion of the
two week period described in paragraph 5, or within
ten (10) days of the fulfillment of the conditions of
paragraph 5, whichever is earlier. At that time VBM
will deliver to TVRAI documents sufficient to
indicate that all of the leases for the Stores have
terms of at least three (3) years from the date of
the First Closing together with consent from each of
the landlords for the assignment of these leases to
TVRAI. At the Final Closing, TVRAI will deliver a
certified check in the amount of $200,000 payable to
VBM, dated not later than thirty (30) days from the
date of the Final Closing; and, shares of stock
registered on the books and records of TVCP as owned
by VBM, or its assignee, equal in value to $550,000.
For purposes of valuing the TVCP stock, the parties
agree that the average closing stock price for the
ten (10) days previous to the First Closing will be
used. At this point, the documents and consideration
will be released from escrow. VBM agrees that when
the stock transferred to it becomes eligible for sale
in the public market, it will not sell more than
fifteen (15) percent of the shares it holds in any
one month and that the certificates it receives shall
be denominated in those allotments and stamped with a
legend that conforms to this Agreement. In the event
that in any future acquisition or transaction similar
to the transaction herein, the recipient of any
shares has a lesser restriction on the sale of shares
than that imposed here, then VBM's restriction shall
be reduced to be equal to that lesser restriction.
Likewise, in the event a Tender is made for the
shares of TVCP, which Tender has been approved by the
TVCP Board of Directors, then VBM or its assignee may
participate in such Tender without regard for the
limitations in this Agreement subject to any
limitations imposed by federal securities law. In the
event that VBM is unable to obtain a lease for any
Store that is at least three years, the parties will
negotiate a reduction in the total purchase price of
the Stores by mutual agreement. At that point, the
agreed upon consideration shall be paid to VBM and
the documents passing title to the stores shall be
released from escrow to TVRAI.
8. It is understood by VBM and TVRAI that all
obligations relating to the Stores that arise or
exist prior to the date of the First Closing remain
the obligation of VBM. Thereafter, all obligations
incurred by TVRAI relating to the Stores are for the
sole account of TVRAI. It is expressly understood
<PAGE>
that the operations of TVRAI are not a continuation
of the business of VBM but the operation of a new and
distinct entity.
9. TVRAI and VBM each represent and warrant that they
are duly incorporated and authorized to do business
in the states of their incorporation, that they are
fully authorized to enter into this Agreement, and
that the person signing the Agreement on their
respective behalves has the power and authority to do
so. Each further represent that they know of no law,
government regulation or contractual obligation which
would prevent them from entering into this Agreement.
10. VBM agrees to indemnify TVRAI from any and all claims
brought by third parties against TVRAI arising out of
the operation of the Stores prior to the date of the
First Closing. Should such claims be brought, VBM
will defend against such claims through counsel of
its own choosing. This indemnification is valid only
if TVRAI notifies VBM of such claims within ten (10)
days of the date when the claim is made.
11. The laws of the State of Florida will govern this
Agreement and all claims arising out of it, without
reference to its choice of laws provisions. The
parties agree that all disputes arising out of this
Agreement shall be settled by arbitration pursuant to
the Commercial Rules of the American Arbitration
Association, and that any arbitration shall take
place in Miami, Florida. Each party shall bear its
own costs of the arbitration unless otherwise decided
by the arbitrators.
12. Notices to the parties shall be deemed effective if
mailed first class, postage pre-paid to the following
addresses:
If to TVRAI:
Talk Visual Retail Acquisitions, Inc.
35550 Biscayne Boulevard
Miami, Florida 33137
Attention: Eugene Rosov
If to VBM:
Various Business Management
529 West 207th Street, 2nd floor
New York, New York 10034
Attention: Carlos Duran
<PAGE>
13. The parties acknowledge that this Agreement is the entire Agreement between
TVRAI and VBM, and that there are no other oral or written agreements,
representations or warranties upon which they are relying in entering into this
Agreement.
TALK VISUAL RETAIL ACQUISITIONS, INC.
By: /s/ Eugene Rosov
----------------
President
VARIOUS BUSINESS MANAGEMENT
By: /s/ Jeanette Polanco
--------------------
President
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: July 10, 1996
Landlord: Gratiniano Rivera
Tenant: Foxcom Enterprises Ltd.
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
13 A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
14 The Tenant is not in default under any aspect of the Lease.
15 The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
16 Tenant has been in occupancy and paying rent under the Lease since
the term commenced on August 31, 1996. The Lease shall terminate on
July 31, 2001.
17 The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
18 The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
19 Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this _______ day of June, 2000.
By:
GRATINIANO RIVERA, Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: October 1, 1997
Landlord: Carlos Cinganelli
Tenant: Lucy Communications, Corp.
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on October 1, 1997. The Lease shall terminate on
September 30, 2007.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this _______ day of June, 2000.
By:
CARLOS CINGANELLI, Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: July 29, 1998
Landlord: 3900 Broadway Realty Co.
Tenant: Lucy Communications Corp. a/k/a Pronto
Express
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on August 1, 1998. The Lease shall terminate on July
31, 2003.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this day of June, 2000.
-------
By:
3900 BROADWAY REALTY CO.,
Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: November 1, 1997
Landlord: Vito Guagenti
Tenant: Lucy Rivera and Lucy Communication
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on November 1, 1997. The Lease shall terminate on
October 30, 2002.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this day of June, 2000.
-------
By:
VITO GUAGENTI, Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: July 31, 1998
Landlord: Maria Perez
Tenant: Luisilenia Rivera and Pronto Express
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on August 1, 1998. The Lease shall terminate on July
31, 2003.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this _______ day of June, 2000.
By:
MARIA PEREZ, Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: October 28, 1997
Landlord: Jose Kesselman and Juan Katz
Tenant: Lucy Communication Corp.
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on September 1, 1998. The Lease shall terminate on
August 31, 2003.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this _______ day of June, 2000.
By:
JOSE KESELMAN, Landlord
By:
JUAN KATZ, Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: May 20, 1997
Landlord: 1352 Associates, LLC
Tenant: Lucy Communications, Corp.
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on June 1, 1997. The Lease shall terminate on May
31, 2003.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this _______ day of June, 2000.
By:
1352 Associates, LLC, Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: August 29, 1998
Landlord: Fred Y. Yee
Tenant: Lucy Rivera d/b/a Lucy Communications
Corp.
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on September 1, 1998. The Lease shall terminate on
August 31, 2003.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this _______ day of June, 2000.
By:
Frey Y. Yee, Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: April 1, 1997
Landlord: Benevento Realty Corp.
Tenant: Andres Lugo and/or Manuel Botan
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on April 1, 1997. The Lease shall terminate on March
31, 2002.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this _______ day of June, 2000.
By:
Benevento Realty Corp., Landlord
<PAGE>
CONSENT TO ASSIGNMENT
---------------------
RE: Lease Dated: September 1, 1998
Landlord: Ron De, Inc.
Tenant: Luisilenia Rivera
As the Landlord of the lease described below, the undersigned hereby
acknowledges for the benefit of Talk Visual Retail Acquisition, Inc. ("TVRAI"),
the truth and accuracy of the following statements:
1. A true and correct copy of the lease described above and all
amendments, and other related documents are attached as Exhibit "A"
(together referred to as the "Lease"). The Lease is in full force and
effect. There are no other agreements with anyone that relate to or
affect the leased premises (the "Premises").
2. The Tenant is not in default under any aspect of the Lease.
3. The fixed monthly rent and all other obligations payable under the
terms of the Lease have been paid through the date of this document.
4. Tenant has been in occupancy and paying rent under the Lease since
the term commenced on September 1, 1998. The Lease shall terminate on
August 31, 2003.
5. The Tenant has no obligation to pay for any further improvements
with respect to the Premises.
6. The Lease and all of the Tenant's rights thereunder shall remain in
full force and effect following any assignment of the Tenant's interest
in the Lease to TVRAI, to which assignment Landlord hereby consents.
7. Landlord is not the subject of any bankruptcy, insolvency, debtor's
relief, reorganization, receivership or similar proceedings.
DATED this _______ day of June, 2000.
By:
Ron De, Inc., Landlord
