AGREEMENT
Agreement made this 22 day of October, 1999 by and between Aryeh Trading, a
-- -------
New York corporation herein referred to as "Aryeh" and TrimFast Group, inc., a
Nevada corporation, hereinafter referred to as "TGI".
WHERAS, "Aryeh" is in the business of investments and is interested in investing
it's funds in "TGI"; and
WHEREAS, "TGI" is a publicly traded company interested in securing investors
in its shares both by public sales and private sales and purchases; and
WHEREAS, the parties have jointly agreed to enter into this AGREEMENT for their
mutual benefit.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND
FOR OTHER GOOD AND VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS:
General Terms:
---------------
Agreement and the accompanying agreements referred to herein constitute the
entire understanding between parties with respect to the subjects hereof and
thereof, and supersedes and replace all prior understandings, writings and
discussions between the parties and, whereas Aryeh Trading has purchased 155,000
shares of 144 shares of TrimFast Group, Inc. at a conversion rate of $4.00 per
share., TrimFast Group shall purchase said 155,000 shares from Aryeh Trading at
a price of $8.25 per share (for a total price of $1,228,750) as follows:
TrimFast Group shall pay Aryeh trading $750,000 on or before November 20, 1999
and $478,750 on or before December 15, 1999. In the event TrimFast Group,
Inc. does not purchase all of said 155,000 shares from Aryeh Trading on or
before December 15, 1999, for each two week period after December 25, 1999 the
purchase price for any shares not yet purchased shall increase by $0.25 per
share and TrimFast Group agrees to purchase from Aryeh Trading all shares
not yet purchased at a price equal to said increased purchase price.
This Agreement may be amended and any of its terms or conditions may be waived
only by a written instrument executed by the parties, or, in the case of a
waiver by the party waiving compliance. The failure of either party at any time
or times to require performances of any provision hereof shall not effect the
right at a later time to enforce the same. No waiver by either party of any
condition or term in any one or more instances shall be construed as further or
continuing waiver of such condition or term or of any other condition or term.
The captions in the this Agreement are included for convenience only, and shall
have no effect upon the interpretation of any provision.
<PAGE>
The parties shall each bear their own legal and other expenses in connection
with the Agreement and the transactions contemplated hereby.
The parties mutually acknowledge and agree that in the event by either party
under this AGREEMENT the injury to the aggravated party will be irreparable and
damages will be inadequate and that in addition to any other remedy provided by
law, the aggravated party shall, at its option, be entitled to specific
performance of all covenants provided in this AGREEMENT.
Any controversy or claim arising out of or relating to this Agreement or the
breech thereof shall be settled by arbitration in Tampa, Florida in accordance
with the commercial arbitration rules of the American Arbitration Association,
and judgement upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof.
This Agreement shall be governed and interpreted in accordance with the laws of
the State of Florida.
Any notice or other communication required or permitted hereunder shall be in
writing and shall be considered duly given delivered by hand or air courier as
follows:
If to Aryeh:
Aryeh Trading
551 5th Avenue # 1425
New York, NY 10176
If to TGI:
TrimFast Group, Inc.
777 S. Harbour Island Blvd.
Suite; 780
Tampa, FL 33602
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals and
caused the AGREEMENT to be executed the day and year first above written.
Attest: Aryeh Trading
/s/ Moisha Bodner
----------------------- -------------------
By: By: Moisha Bodner, President
Attest: TrimFast Group Inc.
/s/ Gregg Vosler /s/ Mike J. Muzio
------------------------------ --------------------
By: Gregg Vosler, Secretary By: Mike J. Muzio, President
<PAGE>
