AGREEMENT
THIS AGREEMENT is entered into this 30th day of March, 1999 is by and
between TrimFast Group, Inc., a Nevada corporation, (hereinafter referred to as
"TRIM") with a principal place of business located at 777 South Harbour Island
Boulevard, Tampa, Florida 33602 and Aryeh Trading Corp., a New York corporation,
(hereinafter referred to as "ATC") with a principal place of business located at
551 5th Avenue, New York, New York.
WHEREAS, ATC provides investment banking services for and on behalf of TRIM
and has been issued 300,000 shares of restricted common stock in TRIM
represented by certificate number 3625 (the "Shares"); and
WHEREAS, ATC has agreed to assist TRIM in the purchase of a building
located at 2555 Black Burn, Clearwater, Florida (the "Building"); and
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WHEREAS, TRIM has signed a Letter of Intent to purchase the building;
NOW THEREFORE, in consideration of the mutual covenants contained herein it
is agreed:
1. ATC shall open an account with _________________. The account shall be
designated the "ATC Special Account". All sales generated from the sale of the
Shares shall be subject to the following terms and conditions.
2. Beginning March 30th, 2000 and continuing until the earlier of; June 1,
2000 or the date on which the net proceeds from the sale of all or any portion
of the Shares equals or exceeds $1.2 million, all decisions to sell the Shares
shall be vested with Moishe Bodner. When at least $1.2 million in net proceeds
have been generated from the sale of the Shares, all investment decisions
regarding the Shares shall vest with ATC. While the respective investment
decisions will be as set forth herein, the parties agree and acknowledge that it
will be in the best interests of the Company to discuss and inform the other of
decisions regarding the sale of the Shares.
b. When at least $1.2 million in sales have been generated from the sale of
the Shares, Trim shall advise ATC and _________________. After that date, ATC
may maintain the account with ________________ or at any brokerage firm and all
investment decisions regarding the account shall be made by ATC.
c. If at least $1.2 million in sales have not been generated from the sale
of the Shares by June 1, 2000, Trim shall have the option in its sole and
absolute discretion to repurchase the Shares or any remaining portion of the
Shares at a price of $.01 per share.
3. Until at least $1.2 million have been generated from the sale of the
Shares, the disposition of all proceeds from the account shall be at the sole
and absolute discretion of Bodner.
4. It is further agreed and understood that Joe Levi shall continue to hold the
Share certificate until instructed to deliver the Share certificate to the
brokerage firm.
5. Trim agrees to indemnify and hold harmless ATC from any federal income
tax liability, which may result from the sale of the Shares subject to the
following terms and conditions. The foregoing indemnification assumes that ATC
has a basis of $4.00 per share. If after ATC files its tax return the IRS
determines that ATC's basis in the stock is less than $4.00 per share, then in
that event Trim shall indemnify ATC for any taxes due. Which result from a basis
calculation of less than $4.00 per share. Said indemnification not to exceed
the tax liability resulting from $1.2 million in gross proceeds generated from
the sale of the Shares.
For purposes of example only, if it is determined that the stock basis is
$1.00 per share, the indemnification shall be calculated as follows:
$4.00 (assumed basis)- $1.00 (actual basis)= $3.00 (indemnification
per share)
If 200,000 shares were sold then:
$3.00 per share X 200,000 shares = $600,000 ("Indemnifiable
Basis")
The indemnification from the sale of the Shares shall then be calculated
as follows:
("Indemnifiable Basis") X (statutory tax rate exclusive of any penalty or
interest)= indemnification due from the sale of the Shares.
$600,000 X 20% (assumed tax rate)= $120,000 which is the total
indemnification due from the sale of the Shares.
ATC agrees to provide Trim with copies of any tax returns and audit reports as
it relates to the sale of the Shares. Trim shall not be obligated to reimburse
ATC for any interest or penalties as a result of any miscalculation of the share
basis by ATC.
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5. This Agreement represents the entire agreement amongst the parties with
respect to the authority over the Special Account and the control and
dispositions of the Shares. It cannot be changed or modified except with the
consent of all parties.
6. This agreement shall be governed by and construed with in accordance
with the laws of the state of Florida with venue in the county of TRIM's
principal place of business. In the event of any obligation arising out of this
agreement, the prevailing party shall be entitled to recover all costs including
reasonable attorneys fees. The parties further agree, that any breach of this
agreement may cause irreparable damage to the aggrieved party the extent of
which cannot be adequately calculated. As a result, in addition to any remedies
available at law, the aggrieved party shall be entitled to specific performance
of the terms and conditions of this Agreement.
7. 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 to the respective parties' principal place of business as set forth
herein or at such other address as either party may from time to time advise the
other.
This agreement is entered into the date set forth above.
TrimFast Group, Inc. Aryeh Trading Corp.
/S/ Michael Muzio /S/ Moishe Bodner
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BY: BY:
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LETTER OF INTENT
The following is a Letter of Intent between Trimfast Group, Inc. ("TGI") and
Aryeh Trading.
1. Aryeh trading commits to but $300,000 of TGI stock in the open
market within 35 days of agreement.
2. Aryeh Trading commits to buy from TGI 300,000 shares of TGI stock
at $4.00 per share as follows:
- When TGI stock reaches $5 (based on the weighted average of
the previous five trading days (the "AVERAGE"), Aryeh
Trading will purchases 60,000 shares.
- When the AVERAGE reaches $5.50, Aryeh Trading will purchase
30,000 shares.
- When the AVERAGE reaches $6.00, Aryeh Trading will purchases
30,000 shares
- When the AVERAGE reaches $6.50, Aryeh Trading will purchases
30,000 shares
- When the AVERAGE reaches $7.00, Aryeh Trading will purchases
30,000 shares
- When the AVERAGE reaches $7.50, Aryeh Trading will purchases
30,000 shares
- When the AVERAGE reaches $8.00, Aryeh Trading will purchases
30,000 shares
- When the AVERAGE reaches $8.50, Aryeh Trading will purchases
30,000 shares
- When the AVERAGE reaches $9.00, Aryeh Trading will purchases
30,000 shares
For shares purchased under the Section, TGI warrants that such
shares will be free trading by June 1, 1999. For each purchase,
the settlement date is three business days.
3. Aryeh Trading will receive an option to purchase from the company
up to 300,000 free trading shares at $4.00 per share in the event
Aryeh Trading exercise such option, Aryeh trading will pay to TGI
$4.00 per option exercised. The option expires on April 1, 2000.
4. TGI agrees to purchase IMMMU, Inc. and IMMCEL Pharmacauticals,
Inc. under the terms negotiated by the parties and evidenced by
the attached memorandum and the March 17, 1999 draft Purchase
Agreement and Employment Agreement.
Trimfast Group, Inc. Aryeh Trading
/s/ Michael Muzio /s/ Moishe Bodner
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Michael Muzio, CEO Moishe Bodner
<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/ Gregg Vosler /s/ Michael Muzio
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By: Gregg Vosler, Secretary By: Michael J. Muzio, President
Attest: ARYEH TRADING
______________________ /s/ Moishe Bodner
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Secretary By: Moishe Bodner, President
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