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AGREEMENT TO STAY COLLECTION OF DEFAULT JUDGMENT
H.A.A., Inc., a New York corporation; Birdie Capital Corporation, a
New York corporation, Forest Equities, a British Virgin Islands
corporation, and Steven Berger (collectively "Plaintiffs") and WorldNet
Resources Group, Inc., a Utah corporation, and Stephen Brown, (collectively
"Defendants"), and their respective agents, employees, indemnitors and
assigns, enter into this Agreement To Stay Collection of Default Judgment
entered on or about October 17, 2000, in case no cv-00-8353-R in United
States District Court, Central District of California (the "Default
Judgment") for the considerations hereinafter set forth this 18th day of
December, 2000.
1. Payments.
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Defendants agree to pay Plaintiffs the greater of $150,000 or 25% of
all funds raised by Defendants in excess of $600,000 during the 90 day
period following the date of this Agreement up to a maximum amount not to
exceed the then outstanding balance of the Default Judgment including all
accrued interest pursuant to 28 U.S.C. sec. 1961, attorneys' fees and costs
as set forth in paragraph 2 below, and any additional reasonable costs and
attorneys' fees hereafter incurred by Plaintiffs in the enforcement of the
Default Judgment since the date of this Agreement.
2. Attorneys' Fees and Costs.
-------------------------
On the 90th day from the date of this Agreement, Defendants shall pay
to Plaintiffs, in addition to any amounts due under Paragraph 1 above, the
sum of $10,000 as full and complete reimbursement of all attorneys' fees
and costs incurred by Plaintiffs to date in the enforcement of the Default
Judgment, which sum includes all costs and fees relating to the preparation
and execution of this Agreement.
3. Term of Agreement.
-----------------
The term of this Agreement shall be 90 days. This Agreement shall
automatically renew at the end of its term and each 90-day period
following, if any, so long as Defendants have fulfilled the Payment
requirement set forth in Paragraph 1 above during the term. In the event
of a dispute regarding the amount of the Payment to be paid during any
term, so long as Defendants have paid Plaintiffs at least $150,000 by the
end of the then current term, this Agreement shall renew and continue in
full force and effect while the parties resolve the dispute, so long as
Defendants continue to make Payments as set forth above. If any such
dispute remains unresolved for more than 30 days following the 90-day term
during which the dispute arose, Plaintiffs or Defendants shall have the
right to terminate this Agreement by written notice hand delivered or
mailed first-class mail, postage prepaid, to:
If to Defendants: If to Plaintiffs:
-------------------------------- ---------------------------------
Stephen Brown, President Roger Funk
WorldNet Resource Group, Inc. Greenberg, Clusker, Fields, Claman
920 N. Nash Street & Machtinger, LLP
El Segundo, California 90245 1900 Avenue of the Stars,
Suite 2100
Los Angeles, California
90067-4590
Such termination shall be effective on the date of its hand delivery or, if
mailed, on the second day following its deposit in the mail.
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4. Escrow.
------
Defendants agree that all funds raised by them during the term of this
Agreement and during all successive terms, shall be wired or otherwise
deposited directly into the Poulton & Yordan Trust Account. Poulton &
Yordan shall act as escrow agent. Poulton & Yordan is hereby authorized by
Defendants to deliver funds due Plaintiffs hereunder upon receipt of said
funds by U.S. Mail, postage prepaid, c/o Roger L. Funk as follows:
Mr. Roger L. Funk
Greenberg, Clusker, Fields, Claman & Machtinger, LLP
1900 Avenue of the Stars, Suite 2100
Los Angeles, California 90067-4590
Plaintiffs shall not pursue any action against Poulton & Yordan
arising from the performance by Poulton & Yordan of its duties as escrow
agent as set forth in this Agreement. Plaintiffs shall indemnify and hold
harmless Poulton & Yordan from any and all liability for performance of its
duties as escrow agent as set forth in this Agreement which any of
Plaintiffs' successors, assigns, heirs, executors, administrators, personal
representatives, indemnitors, officers, directors, employees and assigns of
each may have.
Defendants shall indemnify and hold harmless Poulton & Yordan from any
and all liability for performance of its duties as set forth in this
Agreement.
5. Plaintiffs to Stay Collection of the Default Judgment.
-----------------------------------------------------
In consideration of the payments referred to above, Plaintiffs,
individually and collectively and on behalf of Plaintiffs' administrators,
successors and assigns, hereby agree not to pursue collection of or to
otherwise attempt to enforce or take any action on the Default Judgment
during the term of this Agreement or during any successive terms, as set
forth herein.
Plaintiffs understand and agree that the sums paid as specified in
this Agreement shall be applied to reduce the Default Judgment, including
all accrued interest pursuant to 28 U.S.C. Sec. 1961, and all reasonable
costs and attorneys' fees incurred by Plaintiffs in the post-judgment
period in the enforcement of the Default Judgment. All payments made
hereunder shall constitute partial satisfaction of the Default Judgment,
including all accrued interest pursuant to 28 U.S.C. Sec. 1961, and
reasonable costs and attorneys' fees incurred by Plaintiffs in the post-
judgment period in the enforcement of the Default Judgment.
6. Execution of Satisfaction of Judgment.
-------------------------------------
Plaintiffs hereby agree that each time they receive a payment, they
will deliver to Stephen Brown, at the WorldNet Resource Group, Inc.,
corporate offices, a partial Satisfaction of Judgment in the amount of the
payment received by Plaintiffs. Such Satisfaction of Judgment shall be
properly executed and in a form acceptable to the Court. Plaintiffs also
agree that immediately upon receipt of the entire amount due under the
Default Judgment plus post judgment interest, and reasonable costs and
attorneys' fees incurred by Plaintiffs in the post-judgment period in
enforcement of the Default Judgment, they will execute and file a complete
Satisfaction of Judgment with the Court and undertake all other steps
necessary to remove any and all liens benefitting Plaintiffs arising out of
the facts alleged in the matter underlying the Default Judgment.
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7. Default Judgment to Remain Valid.
--------------------------------
Nothing in this Agreement shall affect the validity of the Default
Judgment or any liens relating to the Default Judgment, except that the
Default Judgment and the liens shall be reduced to reflect payments
received by Plaintiffs. To the extent they remain unpaid, the liens shall
remain in effect until the Default Judgment, including all accrued interest
pursuant to 28 U.S.C. sec. 1961, and all reasonable costs and attorneys'
fees incurred by Plaintiffs in enforcement of the Default Judgment, is
satisfied in full.
8. Press Release.
-------------
Plaintiffs hereby agree that upon execution of this Agreement,
Defendants shall have the right to file a press release indicating that
Plaintiffs have agreed not to enforce, attempt to collect, or otherwise act
upon the default judgment in accordance with the terms stated herein.
9. Warranty of Capacity to Execute Agreement.
-----------------------------------------
Plaintiffs represent and warrant that no other person or entity has or
has had any interest in the Default Judgment; that they have the sole right
and exclusive authority to execute this Agreement and receive the payments
specified herein; and that they have not sold, assigned, transferred,
conveyed or otherwise disposed of their interest in the Default Judgment.
9. Disclaimer of Liability.
-----------------------
Plaintiffs acknowledge and agree that neither payment of the sums
specified herein nor the negotiation for this Agreement shall be construed
as admissions of any of the parties; that no past or present wrongdoing on
the part of Defendants shall be implied by such payments or negotiation.
10. Entire Agreement and Successors in Interest.
-------------------------------------------
This Agreement contains the entire agreement between Plaintiffs and
Defendants with regard to the matters set forth in this Agreement, and this
Agreement shall be binding upon and inure to the benefit of Plaintiffs'
heirs, executors, administrators, personal representatives, indemnitors,
successors, officers, directors, employees and assigns of each.
11. Representation of Comprehension of Document.
-------------------------------------------
In entering into this Agreement, each Plaintiff and each Defendant
represents that they have relied upon the legal advice of their individual
attorneys, who are their attorneys of choice, that the terms of this
Agreement have be completely read and explained to them by their respective
attorneys and that they each fully understand and voluntarily accept them.
12. Governing Law.
-------------
This Agreement shall be construed under and governed by the laws of
the State of California without regard to its choice of law principles.
For purposes of the paragraph, this Agreement shall be deemed made and
performed entirely in the State of California.
13. Headings.
--------
The headings used in this Agreement are for the convenience of the
parties and shall not be used in any construction or interpretation of this
Agreement.
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DATED this 18th day of DATED this 18th day of
December, 2000. December, 2000.
H.A.A., Inc. FOREST EQUITIES
/S/ Aron Langsan /S/ Joseph Franck
------------------------ -----------------------
By: ARON LANGSAN By: JOSEPH FRANCK
Its: Authorized Representative
DATED this 18th day of DATED this 18th day of
December, 2000. December, 2000.
BIRDIE CAPITAL CORPORATION
/S/ Ira Rosenblum /s/ Steven Berger
------------------------ -----------------------
By: IRA ROSENBLUM By: STEVEN BERGER
Its: President
DATED this 18th day of DATED this 18th day of
December, 2000 December, 2000
WORLDNET RESOURCE GROUP, INC.
/s/ Stephen Brown /s/ Stephen Brown
------------------------ -----------------------
By: STEPHEN BROWN By: STEPHEN BROWN
Its: President
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On behalf of Poulton & Yordan, I, Ronald Poulton, agree to act as Escrow
Agent as set forth herein.
DATED this 18th day of December, 2000.
POULTON & YORDAN
/s/ Ronald L. Poulton
------------------------
RONALD L. POULTON
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