AGREEMENT
This Agreement is made this 1st day of September 2000 by and between
Masterpiece Technology Group, Inc. ("MTG") and Gandola International Services
("Gandola").
Whereas, MTG engaged the services of Gandola for certain business consulting
services;
Whereas, Gandola has unpaid invoices for such services in the amount of
$23,410.21 which amount is undisputed and has been outstanding since March 1,
1998 during which time interest at ten percent (10%) per annum has been and
continues to accrue;
Whereas, MTG and Gandola have agreed that such services shall be paid
through the issuance of stock as described herein;
Now, therefore, the parties hereto agree as follows:
1. MTG shall issue shares to Gandola sufficient in number (initially 50,000, in
certificates of not more than 5,000 shares per certificate) to allow Gandola,
after selling such shares, to be repaid in full for services rendered to under
the agreement with MTG. Should, after the sale of such shares by Gandola, the
amount received by Gandola be insufficient to fully satisfy the amount owed, MTG
will promptly issue additional shares to Gandola for Gandola to sell to cover
any shortfall. MTG will repeat this issuance of additional shares until the
amount owed is fully satisfied. Gandola will arrange that MTG or its counsel
receives copies of the confirmations of all stock sold. After Gandola reaches
amount owed (after commissions and transactions costs), plus interest, plus the
agreed attorneys fees of $2500 ("Make Whole Amount", Gandola will cease selling
all securities and return any and all unsold shares to MTG. In order to
effectuate the return of stock agreement, as to all shares in possession of
Gandola after the Make Whole Amount is reached, MTG is hereby appointed
attorney-in-fact, with full power and authority to place stop transfer
instructions and cancellation instructions with itself, its registrar or
transfer agent, as the case may be, and Gandola is hereby obligated to instruct
the brokerage firm in possession of such shares in excess of the Make Whole
Amount to promptly order the excess shares certificated and returned, either in
the name of Gandola or MTG, to MTG or its counsel. Gandola shall, at the
written request of MTG after the Make Whole Amount is reached, issue an
irrevocable stock power transferring all remaining shares to MTG. Such separate
power shall be in form and substance acceptable to counsel to MTG, Gandola and
MTG's transfer agent.
2. All shares issued under this agreement will at the time of delivery to
Gandola be duly authorized, validly issued, fully paid and nonassessable and
will be properly registered such that they may be immediately sold by Gandola in
the public market without restriction. The certificates shall bear no
restrictions. Such shares will be delivered to Gandola by October 10, 2000.
If issued after October 10, 2000, the parties agree the interest rate on the
accrued amount will increase 1% for each 15 days after September 10, 2000
Gandola received such shares, such interest rate change to be retroactive to
March 1, 1998.
3. MTG and Gandola agree to execute any documents further required to effectuate
the transactions contemplated by this Agreement.
4. MTG agrees to pay up to $2,500 of Gandola's legal fees for this transaction,
which Gandola shall obtain through sales of MTG stock.
5. Gandola agrees to use any brokerage firm designated by MTG for the sale of
MTG securities, provided such firm indicates that it is a market maker or
otherwise transacts in MTG stock in sufficient amounts to permit Gandola
reasonable confidence that in 20 trading days the amounts to be issued hereunder
will be sold. Gandola may use any other firm after the firm designated by
MTG has had 20 trading days to sell the MTG stock. For purposes of this
agreement, a "trading day" shall be any day the New York Stock Exchange is open
for transactions. No implication shall be taken from such definition that MTG
shares are traded on such exchange.
6. If for any reason, Gandola is unsuccessful in obtaining the Make Whole Amount
under this agreement, this agreement shall not be deemed a waiver, election of
remedies, or other restriction on Gandola's rights to collect the amounts owed
him by any means under applicable law, and MTG shall not assert any position to
the contrary in any proceeding, action or filing.
In witness whereof, the parties hereto have executed this Agreement as of the
date first set forth above.
"MTG" "Gandola"
Masterpiece Technology Group, Inc. Gandola International Services
/s/ Newell Crane /s/ Paul Gandola
Newell Crane, President Paul Gandola, President
