AGREEMENT
AGREEMENT made this 18th day of March, 1999, by and between TRIMFAST GROUP,
INC., a Nevada corporation, hereinafter referred to as "TGI" and ARYEH TRADING,
a New York corporation, hereinafter referred to as "ARYEH".
WHEREAS, "TGI" is a publicly traded company interested in securing investors in
its shares both by public sales and private sales; and
WHEREAS, "ARYEH" is parties have jointly agreed to enter this AGREEMENT for
their mutual benefit.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND
FOR OTHER GOOD AND LAWFUL CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS:
1. Purchase of "TGI" shares by "ARYEH"
-----------------------------------
1.1 Initial Purchase by "ARYEH". Within thirty-five (35) days of the
----------------------------
date of this AGREEMENT, "ARYEH" shall purchase "TGI" stock in the
open market having a cumulative value of no less then Three
Hundred Thousand ($300,000.00) Dollars.
1.2 Purchase by "ARYEH" form "TGI". "ARYEH" agrees to purchase from
-------------------------------
"TGI" and "TGI" agrees to sell to "ARYEH" a cumulative total of
300,000 shares of "TGI" stock at a price of $4.00 per share for
each purchased upon the following terms and conditions, provided,
however, that for all purposes of this Section 1.2 the price of
"TGI'" shares on the open market shall reach the price
hereinbelow stated and defined and delineated by the term
"AVERAGE" which shall be defined as the weighted average market
price for said shares for the previous five (5) trading and until
such price shall reach such "AVERAGE", "ARYEH" shall have no
obligation to purchase:
(a) "ARYEH" agrees to purchase form "TGI" and "TGI" agrees to
sell to "ARYEH" 60,000 shares when the "AVERAGE" is $5.00
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
(b) "ARYEH" agrees to purchase from "TGI" and "TGI" aggress to
sell to "ARYEH" 30,000 shares when the "AVERAGE" is $5.00
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
(c) "ARYEH" agrees to purchase from "TGI" and "TGI" aggress to
sell to "ARYEH" 30,000 shares when the "AVERAGE" is $6.00
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
(d) "ARYEH" agrees to purchase from "TGI" and "TGI" aggress to
sell to "ARYEH" 30,000 shares when the "AVERAGE" is $6.50
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
(e) "ARYEH" agrees to purchase from "TGI" and "TGI" aggress to
sell to "ARYEH" 30,000 shares when the "AVERAGE" is $7.00
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
(f) "ARYEH" agrees to purchase from "TGI" and "TGI" aggress to
sell to "ARYEH" 30,000 shares when the "AVERAGE" is $7.50
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
(g) "ARYEH" agrees to purchase from "TGI" and "TGI" aggress to
sell to "ARYEH" 30,000 shares when the "AVERAGE" is $8.00
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
(h) "ARYEH" agrees to purchase from "TGI" and "TGI" aggress to
sell to "ARYEH" 30,000 shares when the "AVERAGE" is $8.50
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
(i) "ARYEH" agrees to purchase from "TGI" and "TGI" aggress to
sell to "ARYEH" 30,000 shares when the "AVERAGE" is $9.00
per share and the settlement date shall be three (3)
business days form the date upon which the "AVERAGE" price
per share has the sum stated herein.
"TGI" warrants and represents that each share purchased by
"ARYEH" under the terms and provisions of this Section 1.2 shall
be free trading no later then June 1st , 1999.
2. Conditional Agreement. The within Agreement is deemed to be dependent
----------------------
upon and integrated with the completion of the acquisition of the
corporations known as IMMC and IMMCEL Pharmaceuticals by "TGI", and it
is specifically understood and agreed by the parties that the terms,
conditions, and covenants as contained herein shall have no legal
consequence or effect until and unless "TGI" acquires the aforesaid
corporations.
<PAGE>
3. General Terms,
---------------
3.1 This Agreement and the accompanying agreements referred to herein
constitute the entire understanding between the parties with
respect to the subjects hereof and thereof, and supersede and
replace all prior understandings, writings and discussions
between the parties.
3.2 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 at any time or times to require
performance of any provisions hereof shall not affect its 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.
3.3 The caption in this Agreement are included for convenience only,
and shall have no effect upon the interpretation of any
provision.
3.4 The parties shall each bear their own legal and other expenses in
connection with this Agreement and the transactions contemplated
hereby.
3.5 The parties mutually acknowledge and agree that in the event of
default by either party under this AGREEMENT the injury to the
aggrieved party will be irreparable and damages will be
inadequate, and that in addition to any other remedy provided by
law, the aggrieved party shall, at its option, be entitled to
specific performance of all covenants provided in this AGREEMENT.
3.6 Any controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by arbitration
in Tampa, Florida in accordance with the commercial arbitration
rules of the American Arbitration Association, and judgment upon
the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.
3.7 The Agreement shall be governed by an interpreted in accordance
with the law of the State of Florida.
3.8 Any notice or other communication required or permitted hereunder
shall be in writing and shall be considered duly given if
delivered by hand or air courier as follows:
If to "TGI":
TRIMFAST GROUP, INC. @ 777 So. Harbor Island Blvd., Tampa,
Florida 33602.
If to "ARYEH":
Aryeh Trading @ 551 5th Avenue, New York, NY
<PAGE>
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals and caused this AGREEMENT to be executed the day and year first
above written.
Attest: TRIMFAST GROUP, INC.
____________________________ /s/ Michael Muzio
-----------------------------------
Benjamin Wiesman, As't Secretary By: Michael J. Muzio, President
Attest: ARYEH TRADING
___________________________ /s/ Moishe Bodner, President
----------------------------------
Secretary By: Moiche Bodner, President
<PAGE>
