Exhibit 10.7
March 27, 1999
Polmont Investment Limited
c/o Tiepin Services Limited,
Its Sole Director
P.O. Box 3186, Main Street
Roadtown, Tortola
British Virgin Islands
To Whom It May Concern:
The purpose of this letter is to record the understanding between CBCOM,
INC. and Polmont Investment Limited regarding the loan of 800,000 shares of
stock of Amtec, Inc.
1. CBCom guaranteed compensation payments to its Chief Executive Officer,
Mr. Bernard Luskin for the two year period ending May 15, 1999. CBCom
opened an escrow account at U.S. Trust Company in Los Angeles as
collateral for the guaranteed compensation payments. On March 27, 1998
Polmont loaned 800,000 shares of Amtec, Inc. (ATC) stock to CBCom, which
shares were deposited into the escrow account as collateral for the
compensation payments.
2. CBCom, as guarantor of the Luskin employment agreement, is responsible
to repay Polmont for amounts paid to Luskin from the escrow.
Accordingly, this letter is in lieu of and shall have the same effect as
a promissory note from CBCom to Polmont for Polmont's guarantee and
payment of CBCom's obligations to Luskin.
3. CBCom agrees to repay, on a dollar-for-dollar basis, to Polmont on or
before March 26, 2002 all amounts paid to Luskin for compensation from
the sale of the Amtec shares by the escrow agent, U.S. Trust.; plus
simple interest at 10% per annum on each amount advanced.
4. Further, CBCom agrees to allow Polmont to convert the outstanding
obligation, in whole or in part, at any time, into Common Stock of
CBCom, Inc. at a conversion price of $0.50 per Common share. Upon
conversion, interest earned by Polmont on the amount(s) converted shall
be waived by Polmont.
<PAGE>
Polmont Investment Limited
March 27, 1999
Page 2
5. In connection with a settlement agreement entered into between CBCom and
Mr. Luskin on January 21, 1999, Mr. Luskin has agreed to sell his
500,000 shares of Common Stock of CBCom, Inc. to the company or a
designee for the amount of $30,000. The company is unable to purchase
those shares and Polmont is wilting to purchase those shares as the
company's designee, and to give the company the benefit of the fair
market value. CBCom, by a unanimous consent of its Board of Directors,
designates Polmont to purchase the shares from Luskin for $30,000.
6. In the same settlement agreement mentioned in (5) above, CBCom agreed to
pay Luskin $520,833.34 in unpaid compensation. U.S. Trust has commenced
selling the Amtec, Inc shares to settle the obligation to Luskin. All
Amtec shares remaining in the escrow after the compensation payments to
Luskin are completed will be returned to Polmont Investment Limited.
The terms relating to the loan of the Amtec shares by Polmont were approved
by the Board of Directors of CBCom on March 26, 1999 Please signify your
agreement and return a signed copy of the letter to me.
Very Truly Yours,
Charles A. Lesser
Company Secretary
Agreed, as Outlined
